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Agreements Related to Intellectual Property
6 Months Ended
Jun. 30, 2018
Agreements Related to Intellectual Property  
Agreements Related to Intellectual Property

12. Agreements Related to Intellectual Property

 

License, Development and Commercialization Agreement – Cipher Pharmaceuticals Inc.

 

In April 2018, the Company entered into an exclusive license agreement with Cipher Pharmaceuticals Inc. (“Cipher”) to obtain regulatory approval of and commercialize A-101 40% Topical Solution in Canada for the treatment of SK.  Cipher is responsible for obtaining marketing approval in Canada for A-101 40% Topical Solution.  The Company will supply Cipher with finished product, and, if approved, Cipher will be responsible for distribution and commercialization of A-101 40% Topical Solution in Canada.  Additionally, Cipher is responsible for all expenses related to regulatory and commercial activities for A-101 40% Topical Solution in Canada.  The Company received an up-front payment of $1,000 upon signing of the agreement with Cipher, which is included in revenue on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018.  The Company can earn aggregate payments of $1,000 upon the achievement of specified development milestones, and aggregate payments of $1,750 upon the achievement of specified commercial milestones under the terms of the agreement with Cipher.  Cipher will also be required to pay the Company a low double-digit percentage royalty on net sales of A-101 40% Topical Solution in Canada.  The term of the agreement expires on the later of the expiration of applicable patents in Canada or the 15th anniversary of the first commercial sale of licensed product in Canada. 

 

Assignment Agreement – Estate of Mickey Miller and 

Finder’s Services Agreement – KPT Consulting, LLC

 

In August 2012, the Company entered into an assignment agreement with the Estate of Mickey Miller (the “Miller Estate”), under which the Company acquired some of the intellectual property rights covering A-101.  In connection with obtaining the assignment of the intellectual property from the Miller Estate, the Company also entered into a separate finder’s services agreement with KPT Consulting, LLC.  Under the terms of the finder’s services agreement, the Company made a milestone payment of $1,000 upon the achievement of specified regulatory milestones in April 2017 and a milestone payment of $1,500 upon the achievement of specified commercial milestones in May 2018.  The payments were recorded as general and administrative expenses in the Company’s condensed consolidated statement of operations. 

 

Under the finder’s services agreement, the Company is obligated to make additional milestone payments of up to $3,000 upon the achievement of specified commercial milestones. Under each of the assignment agreement and the finder’s services agreement, the Company is also obligated to pay royalties on sales of A-101 or related products, at low single-digit percentages of net sales, subject to reduction in specified circumstances. The Company has not made any royalty payments to date under either agreement. Both agreements will terminate upon the expiration of the last pending, viable patent claim of the patents acquired under the assignment agreement, but no sooner than 15 years from the effective date of the agreements.