EX-99.1 2 d583137dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TEKMIRA PHARMACEUTICALS CORPORATION

Unaudited Interim Condensed Consolidated Financial Statements (expressed in Canadian dollars)

(Prepared in accordance with generally accepted accounting principles used in the

United States of America (U.S. GAAP))

2013 – Q2

Three and six months ended June 30, 2013 and June 30, 2012


TEKMIRA PHARMACEUTICALS CORPORATION

Interim Condensed Consolidated Balance Sheets

(Unaudited)

(Expressed in Canadian Dollars)

(Prepared in accordance with U.S. GAAP)

 

     June 30
2013
    December 31
2012
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 40,736,004      $ 46,785,518   

Accounts receivable

     1,732,156        1,069,437   

Accrued revenue

     3,222,836        2,361,836   

Deferred expenses

     306,586        429,221   

Investment tax credits receivable

     9,825        9,825   

Prepaid expenses and other assets

     854,828        327,609   
  

 

 

   

 

 

 

Total current assets

     46,862,235        50,983,446   

Property and equipment

     13,545,049        13,121,268   

Less accumulated depreciation

     (12,103,945     (11,776,396
  

 

 

   

 

 

 

Property and equipment net of accumulated depreciation

     1,441,104        1,344,872   
  

 

 

   

 

 

 

Total assets

   $ 48,303,339      $ 52,328,318   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable and accrued liabilities (note 4)

   $ 5,188,098      $ 3,776,287   

Deferred revenue (note 3)

     3,962,136        3,127,629   

Warrants (note 2)

     3,362,023        3,994,449   
  

 

 

   

 

 

 

Total current liabilities

     12,512,257        10,898,365   

Deferred revenue, net of current portion (note 3)

     —          718,779   
  

 

 

   

 

 

 

Total liabilities

     12,512,257        11,617,144   

Stockholders’ equity:

    

Common shares

    

Authorized—unlimited number with no par value

    

Issued and outstanding:

    

14,423,401 (December 31, 2012—14,305,356)

     238,886,506        238,245,333   

Additional paid-in capital

     31,686,749        31,520,480   

Deficit

     (234,782,173     (229,054,639
  

 

 

   

 

 

 

Total stockholders’ equity

     35,791,082        40,711,174   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 48,303,339      $ 52,328,318   
  

 

 

   

 

 

 

Nature of business and future operations (note 1)

Contingencies and commitments (note 6)

See accompanying notes to the interim condensed consolidated financial statements.

 

Page 2 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

 

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Expressed in Canadian Dollars)

(Prepared in accordance with U.S. GAAP)

 

     Three months ended
June 30
    Six months ended
June 30
 
     2013     2012     2013     2012  

Revenue (note 3)

        

Collaborations and contracts

   $ 2,928,878      $ 2,601,847      $ 5,124,161      $ 6,165,829   

Licensing fees and milestone payments

     —          1,018,100        —          1,018,100   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     2,928,878        3,619,947        5,124,161        7,183,929   
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses

        

Research, development, collaborations and contracts

     5,060,845        3,572,507        9,249,654        7,709,036   

General and administrative

     873,947        2,403,862        1,793,165        4,225,414   

Depreciation of property and equipment

     156,922        225,949        327,549        466,786   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     6,091,714        6,202,318        11,370,368        12,401,236   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (3,162,836     (2,582,371     (6,246,207     (5,217,307

Other income (losses)

        

Interest income

     149,885        29,325        298,803        53,539   

Foreign exchange gains (losses)

     (62,982     (5,331     (68,441     4,879   

Warrant issuance costs

     —          —          —          (47,000

Decrease (increase) in fair value of warrant liability

     (29,186     635,022        288,311        122,656   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss and comprehensive loss

   $ (3,105,119   $ (1,923,355   $ (5,727,534   $ (5,083,233
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per common share

        

Basic and diluted

   $ (0.22   $ (0.14   $ (0.40   $ (0.38

Weighted average number of common shares

        

Basic and diluted

     14,406,911        13,999,626        14,375,538        13,389,599   

See accompanying notes to the interim condensed consolidated financial statements.

 

Page 3 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

 

Interim Condensed Consolidated Statement of Stockholders’ Equity

For the six months ended June 30, 2013

(Unaudited)

(Expressed in Canadian Dollars)

(Prepared in accordance with U.S. GAAP)

 

     Number of
shares
     Share
capital
     Additional paid-in
capital
    Deficit     Total
stockholders’
equity
 

Balance, December 31, 2012

     14,305,356       $ 238,245,333       $ 31,520,480      $ (229,054,639   $ 40,711,174   

Stock-based compensation

     —           —           250,535        —          250,535   

Issuance of common shares pursuant to exercise of options

     35,375         176,283         (84,266     —          92,017   

Issuance of common shares pursuant to exercise of warrants

     82,670         464,890         —          —          464,890   

Net loss

     —           —           —          (5,727,534     (5,727,534
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, June 30, 2013

     14,423,401         238,886,506         31,686,749        (234,782,173     35,791,082   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to the interim condensed consolidated financial statements.

 

Page 4 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

 

Interim Condensed Consolidated Statements of Cash Flow

(Unaudited)

(Expressed in Canadian Dollars)

(Prepared in accordance with U.S. GAAP)

 

     Three months ended
June 30
    Six months ended
June 30
 
     2013     2012     2013     2012  

OPERATING ACTIVITIES

        

Loss for the period

   $ (3,105,119   $ (1,923,355   $ (5,727,534   $ (5,083,233

Items not involving cash:

        

Depreciation of property and equipment

     156,922        225,949        327,549        466,786   

Stock-based compensation expense

     116,036        149,926        250,535        328,574   

Foreign exchange losses arising on foreign currency cash balances

     2,662        10,369        9,114        39,284   

Warrant issuance costs

     —          —          —          47,000   

Change in fair value of warrant liability

     29,186        (635,022     (288,311     (122,656

Net change in non-cash operating items:

        

Accounts receivable

     (238,986     535,535        (662,719     (968,973

Accrued revenue

     262,762        (55,110     (861,000     76,769   

Deferred expenses

     61,317        43,091        122,635        158,654   

Investment tax credits receivable

     —          113,572        —          113,572   

Prepaid expenses and other assets

     (25,316     171,607        (527,219     79,838   

Accounts payable and accrued liabilities

     592,036        (108,490     1,411,811        (1,015,704

Deferred revenue

     (776,432     (313,421     115,728        (157,281
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) operating activities

     (2,924,932     (1,785,349     (5,829,411     (6,037,369
  

 

 

   

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES

        

Acquisition of property and equipment

     (217,242     (11,928     (423,781     (12,767
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by used in investing activities

     (217,242     (11,928     (423,781     (12,767
  

 

 

   

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES

        

Proceeds from issuance of common shares and warrants, net of issuance costs

     —          —          —          3,841,515   

Issuance of common shares pursuant to exercise of options

     7,917        300        92,017        1,500   

Issuance of common shares pursuant to exercise of warrants

     63,000        —          120,775        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     70,917        300        212,792        3,843,015   
  

 

 

   

 

 

   

 

 

   

 

 

 

Foreign exchange losses arising on foreign currency cash balances

     (2,662     (10,369     (9,114     (39,284
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (3,073,919     (1,807,346     (6,049,514     (2,246,406

Cash and cash equivalents, beginning of period

     43,809,923        8,745,074        46,785,518        9,184,134   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 40,736,004      $ 6,937,728      $ 40,736,004      $ 6,937,728   
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental cash flow information

        

Fair value of warrants exercised on a cashless basis

   $ 112,500      $ —        $ 222,225      $ —     

Investment tax credits received

   $ —        $ 113,572      $ —        $ 113,572   

Fair value of warrants issued in conjunction with public offering

   $ —        $ —        $ —        $ 850,358   

See accompanying notes to the interim condensed consolidated financial statements.

 

Page 5 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

1. Nature of business and future operations

Tekmira Pharmaceuticals Corporation (the “Company”) is a Canadian biopharmaceutical business focused on advancing novel RNA interference therapeutics and providing its leading lipid nanoparticle delivery technology to pharmaceutical partners.

The success of the Company is dependent on obtaining the necessary regulatory approvals to bring its products to market and achieve profitable operations. The continuation of the research and development activities and the commercialization of its products are dependent on the Company’s ability to successfully complete these activities and to obtain adequate financing through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development programs or the Company’s ability to fund these programs in the future.

2. Significant accounting policies

Basis of presentation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) for interim financial statements and accordingly, do not include all disclosures required for annual financial statements.

These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2012 and included in the Company’s 2012 annual report on Form 20-F.

The unaudited interim condensed consolidated financial statements reflect, in the opinion of management, all adjustments and reclassifications necessary to present fairly the financial position, results of operations and cash flows at June 30, 2013 and for all periods presented.

The results of operations for the three and six months ended June 30, 2013 and June 30, 2012 are not necessarily indicative of the results for the full year.

These interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2012.

These interim condensed consolidated financial statements include the accounts of the Company and its two wholly-owned subsidiaries, Protiva Biotherapeutics Inc. (“Protiva”) and Protiva Biotherapeutics (USA), Inc. All intercompany transactions and balances have been eliminated on consolidation.

Income or loss per share

Income or loss per share is calculated based on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share since the effect of the Company’s stock options and warrants are anti-dilutive. Diluted income per share is calculated using the treasury stock method which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common shares from outstanding stock options and warrants. At June 30, 2013, potential common shares of 3,396,671 (June 30, 2012 – 3,683,752) were excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive.

Fair value of financial instruments

We measure certain financial instruments and other items at fair value.

To determine the fair value, we use the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows:

 

   

Level 1 inputs are quoted market prices for identical instruments available in active markets.

 

Page 6 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

   

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets.

 

   

Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques used to determine such fair value:

 

     Level 1      Level 2      Level 3      June 30, 2013  

Assets

           

Cash

   $ 12,945,298         —           —         $ 12,945,298   

Guaranteed Investment Certificates

     27,790,706         —           —           27,790,706   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 40,736,004         —           —         $ 40,736,004   

Liabilities

           

Warrants

     —           —         $ 3,362,023       $ 3,362,023   
     Level 1      Level 2      Level 3      December 31, 2012  

Assets

           

Cash

   $ 44,148,562         —           —         $ 44,148,562   

Guaranteed Investment Certificates

     2,636,956         —           —           2,636,956   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 46,785,518         —           —         $ 46,785,518   

Liabilities

           

Warrants

     —           —         $ 3,994,449       $ 3,994,449   

The following table presents the changes in fair value of the Company’s warrants:

 

     Liability at beginning
of the period
     Opening liability of
warrants  issued in the
period
     Fair value of
warrants  exercised
in the period
    Increase (decrease) in
fair value of warrant
liability
    Liability at end
of the period
 

Six months ended June 30, 2013

   $ 3,994,449       $ —         $ (344,115   $ (288,311   $ 3,362,023   

The change in fair value of warrant liability for the six months ended June 30, 2013 is recorded in the statement of operations and comprehensive loss.

The weighted average Black-Scholes option-pricing assumptions and the resultant fair values for warrants outstanding at June 30, 2013 and at December 31, 2012 are as follows:

 

     June 30, 2013     December 31, 2012  

Dividend yield

     0.00     0.00

Expected volatility

     40.00     40.00

Risk-free interest rate

     1.35     1.28

Expected average term

     3.3 years        3.8 years   

Fair value of warrants outstanding

   $ 2.32      $ 2.51   

Aggregate fair value of warrants outstanding

   $ 3,362,023      $ 3,994,449   

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

Page 7 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its balance sheet. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The adoption of this standard did not impact the Company’s financial position or statement of operations.

In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. For public companies, these amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this guidance did not impact our consolidated financial statements.

3. Collaborations, contracts and licensing agreements

The following tables set forth revenue recognized under collaborations, contracts and licensing agreements:

 

     Three months ended June 30      Six months ended June 30  
     2013      2012      2013      2012  

Collaborations and contracts

           

DoD (a)

   $ 2,526,349       $ 2,467,087       $ 4,482,868       $ 5,929,331   

Alnylam (b)

     —           —           —           9,713   

BMS (c)

     332,571         134,760         571,335         184,890   

Other RNAi collaborators (d)

     69,958         —           69,958         41,895   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development collaborations and contracts

     2,928,878         2,601,847         5,124,161         6,165,829   

Licensing fees and milestone payments

        —           

Alnylam milestone payments (b)

     —           1,018,100         —           1,018,100   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total licensing fees and milestone payments

     —           1,018,100         —           1,018,100   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 2,928,878       $ 3,619,947       $ 5,124,161       $ 7,183,929   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth deferred collaborations and contracts revenue:

 

     June 30, 2013      December 31, 2012  

DoD (a)

   $ 2,068,986       $ 1,381,922   

BMS current portion (c)

     1,893,150         1,745,707   
  

 

 

    

 

 

 

Deferred revenue, current portion

     3,962,136         3,127,629   

BMS long-term portion (c)

     —           718,779   
  

 

 

    

 

 

 

Total deferred revenue

   $ 3,962,136       $ 3,846,408   
  

 

 

    

 

 

 

 

Page 8 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

(a) Contract with United States Government’s Department of Defense (“DoD”) to develop TKM-Ebola

On July 14, 2010, the Company signed a contract with the DoD to advance TKM-Ebola, an RNAi therapeutic utilizing the Company’s lipid nanoparticle technology to treat Ebola virus infection.

In stage one of the contract, funded as part of the Transformational Medical Technologies program, the Company was initially eligible to receive targeted funding of US$34.8 million. This stage one funding is for the development of TKM-Ebola including completion of preclinical development, filing an Investigational New Drug application with the United States Food and Drug Administration (“FDA”) and completing a Phase 1 human safety clinical trial. On May 8, 2013, the Company announced that the contract had been modified to support development plans that integrate recent advancements in lipid nanoparticle (“LNP”) formulation and manufacturing technologies. The contract modification increased the stage one targeted funding to US$41.7 million.

The DoD has the option of extending the contract beyond stage one to support the advancement of TKM-Ebola through to the completion of clinical development and FDA approval. Based on the contract’s budget this would provide the Company with approximately US$140.0 million in funding for the entire program.

Under the contract, the Company is reimbursed for costs incurred, including an allocation of overhead costs, and is paid an incentive fee. During the fiscal year, at the end of each quarter, the Company estimates its labour and overhead rates for the current year and uses these estimates to estimate and record revenue earned to date. At the end of the year the actual labour and overhead rates are calculated and revenue is adjusted accordingly. The Company’s actual labour and overhead rates will differ from its estimated rates based on actual costs incurred and the proportion of the Company’s efforts on contracts and internal products versus indirect activities.

Within minimum and maximum collars, the amount of incentive fee the Company can earn under the contract varies based on actual costs incurred versus targeted costs. During the contractual period, incentive fee revenue and total costs are impacted by management’s estimate and judgments which are continuously reviewed and adjusted as necessary using the cumulative catch-up method. At this time, the Company is not able to make a reliable estimate of the final contract costs, so, only the minimum incentive fee achievable and earned has been recognized.

(b) License and collaboration with Alnylam Pharmaceuticals, Inc. (“Alnylam”)

Settlement of litigation with Alnylam and AlCana Technologies Inc. (“AlCana”)

On March 16, 2011, the Company filed a complaint against Alnylam. On November 12, 2012, the Company entered into an agreement to settle all litigation between the Company and Alnylam and AlCana (the “Settlement”) and also entered into a new licensing agreement with Alnylam that replaces all earlier licensing, cross-licensing, collaboration, and manufacturing agreements. The Company expects to enter into a separate cross license agreement with AlCana which will include milestone and royalty payments and AlCana has agreed not to compete in the ribonucleic acid interference (“RNAi”) field for five years. In conjunction with the Settlement, in November 2012, the Company paid AlCana $298,080 (US$300,000). A further $1,492,350 (US$1,500,000), which the Company expects to pay upon the execution of a cross license agreement with AlCana, was included in research, development, collaborations and contracts expenses in the year ended December 31, 2012.

As a result of the new Alnylam license agreement, on November 26, 2012, the Company received $65,039,000 (US$65,000,000) in cash from Alnylam. This includes US$30,000,000 associated with the termination of the manufacturing agreement and US$35,000,000 associated with the termination of the previous license agreements, as well as a modification of the milestone and royalty schedules associated with Alnylam’s ALN-VSP, ALN-PCS, and ALN-TTR programs. In addition, Alnylam has transferred all agreed upon patents and patent applications related to LNP technology for the systemic delivery of RNAi therapeutic products, including the MC3 lipid family, to the Company, who will own and control prosecution of this intellectual property portfolio. The Company is the only entity able to sublicense its LNP intellectual property in future platform-type relationships. Alnylam has a license to use the Company’s intellectual property to develop and commercialize products and may only grant access to the Company’s LNP technology to its partners if it is part of a product sublicense. Alnylam will pay the Company milestones and royalties as Alnylam’s LNP-enabled products are developed and commercialized.

 

Page 9 of 12


TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

The new licensing agreement with Alnylam also grants the Company intellectual property rights to develop its own proprietary RNAi therapeutics. Alnylam has granted the Company a worldwide license for the discovery, development and commercialization of RNAi products directed to thirteen gene targets – three exclusive and ten non-exclusive licenses – provided that they have not been committed by Alnylam to a third party or are not otherwise unavailable as a result of the exercise of a right of first refusal held by a third party or are part of an ongoing or planned development program of Alnylam. Licenses for five of the ten non-exclusive targets – ApoB, PLK1, Ebola, WEE1, and CSN5 – have already been granted, along with an additional license for ALDH2, which has been granted on an exclusive basis. In consideration for this license, the Company has agreed to pay single-digit royalties to Alnylam on product sales and have milestone obligations of up to US$8,500,000 on the non-exclusive licenses (with the exception of TKM-Ebola, which has no milestone obligations). Alnylam no longer has “opt-in” rights to the Company’s lead oncology product, TKM-PLK1, so the Company now holds all development and commercialization rights related TKM-PLK1. The Company will have no milestone obligations on the three exclusive licenses.

On June 21, 2013, the Company transferred manufacturing process technology to Ascletis Pharmaceuticals (Hangzhou) Co., Ltd. (“Ascletis”) to enable them to produce ALN-VSP, a product candidate licensed to them by Alnylam. The Company believes that under the new licensing agreement with Alnylam, the technology transfer to Ascletis triggers a US$5,000,000 milestone obligation from Alnylam to the Company. However, Alnylam has demanded a declaration that the Company has not yet met its milestone obligations, and wishes to exercise arbitration proceedings as provided for under the agreement. The Company disputes Alnylam’s position. The Company has not recorded any revenue in respect of this milestone.

(c) Bristol-Myers Squibb (“BMS”) collaboration

On May 10, 2010, the Company announced the expansion of its research collaboration with BMS. Under the new agreement, BMS uses small interfering RNA (“siRNA”) molecules formulated by the Company in LNP technology to silence target genes of interest. BMS is conducting the preclinical work to validate the function of certain genes and share the data with the Company. The Company can use the preclinical data to develop RNAi therapeutic drugs against the therapeutic targets of interest. The Company received $3,233,400 (US$3,000,000) from BMS concurrent with the signing of the agreement and recorded the amount as deferred revenue. The Company is required to provide a pre-determined number of LNP batches over the four-year agreement. BMS has a first right to negotiate a licensing agreement on certain RNAi products developed by the Company that evolve from BMS validated gene targets.

Revenue from the May 10, 2010, agreement with BMS is being recognized as the Company produces the related LNP batches.

(d) Other RNAi collaborators

The Company has active research agreements with a number of other RNAi collaborators.

 

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TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

4. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities is comprised of the following:

 

     June 30, 2013      December 31, 2012  

Trade accounts payable

   $ 1,551,514       $ 801,701   

Research and development accruals

     835,309         308,917   

License fee accruals

     1,492,350         1,641,585   

Professional fee accruals

     512,064         599,058   

Restructuring cost accruals

     34,999         34,999   

Deferred lease inducements

     32,500         47,834   

Other accrued liabilities

     729,362         342,193   
  

 

 

    

 

 

 
   $ 5,188,098       $ 3,776,287   
  

 

 

    

 

 

 

5. Concentration of credit risk

Credit risk is defined by the Company as an unexpected loss in cash and earnings if a collaborative partner is unable to pay its obligations in due time. The Company’s main source of credit risk is related to its accounts receivable balance which principally represents temporary financing provided to collaborative partners in the normal course of operations. Accounts receivable from the DoD as at June 30, 2013 were $1,642,878 and represent 95% of total accounts receivable as at that date (December 31, 2012—$947,802 and 89%).

The Company does not currently maintain a provision for bad debts as the majority of accounts receivable are from collaborative partners or government agencies and are considered low risk.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at June 30, 2013 was the accounts receivable balance of $1,732,156 (December 31, 2012—$1,069,437).

All accounts receivable balances were current as at June 30, 2013 and December 31, 2012.

6. Contingencies and commitments

Product development partnership with the Canadian Government

The Company entered into a Technology Partnerships Canada (“TPC”) agreement with the Canadian Federal Government on November 12, 1999. Under this agreement, TPC agreed to fund 27% of the costs incurred by the Company, prior to March 31, 2004, in the development of certain oligonucleotide product candidates up to a maximum contribution from TPC of $9,329,912. As at June 30, 2013, a cumulative contribution of $3,701,571 has been received and the Company does not expect any further funding under this agreement. In return for the funding provided by TPC, the Company agreed to pay royalties on the share of future licensing and product revenue, if any, that is received by the Company on certain non-siRNA oligonucleotide product candidates covered by the funding under the agreement. These royalties are payable until a certain cumulative payment amount is achieved or until a pre-specified date. In addition, until a cumulative amount equal to the funding actually received under the agreement has been paid to TPC, the Company agreed to pay low single digit percentage royalties on any royalties the Company receives for Marqibo®. To June 30, 2013, the Company had not made any royalty payments to TPC.

Contingently payable promissory notes

On March 25, 2008, Protiva declared dividends totaling US$12,000,000. The dividends were paid by Protiva issuing promissory notes on May 23, 2008. Recourse against Protiva for payment of the promissory notes will be limited to Protiva’s receipt, if any, of up to US$12,000,000 in license payments from Merck. Protiva will pay

 

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TEKMIRA PHARMACEUTICALS CORPORATION

Notes to Interim Condensed Consolidated financial statements (unaudited)

(Expressed in Canadian dollars)

Three and six months ended June 30, 2013 and June 30, 2012

 

 

these funds if and when it receives them, to the former Protiva shareholders in satisfaction of the promissory notes. As contingent items the US$12,000,000 receivable and the related promissory notes payable are not recorded in the Company’s consolidated balance sheet.

License and collaboration agreement with Halo-Bio RNAi Therapeutics, Inc. (“Halo-Bio”)

On August 24, 2011, the Company entered into a license and collaboration agreement with Halo-Bio. Under the agreement, Halo-Bio granted the Company an exclusive license to its multivalent ribonucleic acid (“MV-RNA”) technology. The agreement provides for the companies to work together to design and develop MV-RNA molecules to gene targets of interest to the Company and to combine MV-RNA molecules with the Company’s LNP technology to develop therapeutic products.

The Company paid Halo-Bio an initial license fee of $97,940 (US$100,000) and recorded this amount as a research, development, collaborations and contracts expense in the year ended December 31, 2011.

The agreement was amended on August 8, 2012, to adjust the future license fees and other contingent payments. The Company recorded a further $447,780 (US$450,000) in license fees to research, development, collaborations and contracts expense in the year ended December 31, 2012, in respect of the agreement.

The Company terminated the agreement with Halo-Bio on July 31, 2013. There are no further payments due or contingently payable to Halo-Bio.

License agreement with Marina Biotech, Inc. (“Marina”)

On November 29, 2012, the Company announced a worldwide, non-exclusive license to a novel RNAi payload technology called Unlocked Nucleobase Analog (“UNA”) from Marina for the development of RNAi therapeutics.

UNA technology can be used in the development of RNAi therapeutics, which treat disease by silencing specific disease causing genes. UNAs can be incorporated into RNAi drugs and have the potential to improve them by increasing their stability and reducing off-target effects.

Under the license agreement, in the year ended December 31, 2012, the Company paid Marina an upfront fee of $298,098 (US$300,000). A further license payment of $203,200 (US$200,000) was expensed in March 2013 and the Company will make milestone payments of up to US$3,250,000 plus royalties on each product developed by the Company that uses Marina’s UNA technology. The upfront fee and license payment were expensed to research, development, collaborations and contracts expense.

 

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