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Note 7 - Commitments and Contingencies
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

7. Commitments and Contingencies

 

Purchase Commitments

 

The Company conducts research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with contract manufacturing organizations and contract research organizations. The Company had contractual arrangements with these organizations including license agreements with milestone obligations and service agreements with obligations largely based on services performed.

 

In the normal course of business, the Company enters into various firm purchase commitments related to certain preclinical and clinical studies.

 

Contingencies

 

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.  

 

Indemnification

 

In accordance with the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.

 

Litigation

 

The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of December 31, 2021.

 

Contingent payable

 

The Company acquired a settlement that Aravive Biologics entered into with former creditors in 2014 pursuant to which Aravive Biologics had agreed to make an initial 7.5% cash payment to the creditors with the remainder contingent on future milestone payments, or Contingent Payments, until full repayment of the payables is made. The Contingent Payments are to be made from the proceeds received by Aravive Biologics from any future licensing transactions. As a result of the 3D Medicines partnership agreement in November 2020, the Contingent Payments became due. It was stipulated that the Contingent Payments will be distributed on a pro rata basis with other secured creditors and will be made from at least 10% of any proceeds from any future licensing transactions. The proceeds from any future licensing transactions will be held in an escrow account which will be administered by an independent third party. The creditors agreed that the Initial payment and any Contingent Payments represents settlement in full of all outstanding obligations owed to the creditors by Aravive Biologics and released Aravive Biologics from all claims. As a result of and in connection with the Merger, the Company determined the fair value of the contingent payable to be approximately $0.3 million, based upon an appraisal (or valuation) of the assets and liabilities assumed to determine fair values.

 

Due to the 3D Medicines Licensing agreement, the contingent payable became due and payable. Accordingly, for the year ended December 31, 2020, the Company accreted the balance to the gross amount of $0.7 million and paid $0.4 million. The remaining payable balance of $0.3 million was paid subsequently in February of 2021. As of December 31, 2020, the unpaid portion of the liability was classified in accrued liabilities in the accompanying consolidated balance sheet.