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Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events  
Subsequent Events

14. Subsequent Events

 

Atlas Patent Sale and License Agreement

On April 15, 2020, the Company entered into a patent purchase agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which the Atlas agreed to purchase certain patents and patent applications (the “Patent Rights”) relating to Napo’s NP-500 drug product candidate for an upfront cash payment of $1.5 million. Napo and the Purchaser completed the sale simultaneously with the execution of the Purchase Agreement. The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type.

Concurrently with the patent purchase,  the Company entered into a license agreement with Atlas pursuant to which Atlas granted Jaguar an exclusive 10-year license to use the Patent Rights and improvements thereon to develop and commercialize NP-500 in all territories worldwide except greater China (i.e., China, Hong Kong, Taiwan and Macau), inclusive of the right to sublicense NP-500 development and commercialization rights (“the License”). Except for the License, Atlas retains all rights, title and interest in and to the Patent Rights, including all improvements and enhancements to the Patent Rights made or created by the Company under the License Agreement or made or created by or on behalf of Atlas during the term of the License Agreement.

 

As consideration for the License, the Company is obligated to initiate a proof of concept Phase 2 study of NP-500 under an investigational new drug (“IND”) application with the U.S. Food and Drug Administration or an IND-equivalent dossier under appropriate regulatory authorities (the “Phase 2 study”) by October 15, 2020. If the Company fails to initiate the Phase 2 study by this date for any reason, including the timely receipt of adequate funding to initiate the Phase 2 study, the Company will incur a trial delay fee equal to $2,265,000 (the “Trial Delay Fee”), which amount is payable monthly over a period of approximately ten months. Atlas has the right to terminate the License in the event that the Company (i) fails to complete the Phase 2 study within five years of April 15, 2020 or (ii) has not timely initiated the Phase 2 study and thereafter fails to make three or more consecutive Trial Delay Payments.

 

Accounts Receivable Purchase Agreement with Oasis Capital, LLC

In May 2020, the Company entered into an accounts receivable purchase agreement with Oasis pursuant to which Oasis has initially agreed to purchase all of the Company's accounts receivable related to the April 2020 sales of the Company's Mytesi drug product to Cardinal Health, Inc. (the "April 2020 Accounts Receivable"). The April 2020 Accounts Receivable has a gross value of $2,754,000.

Per the terms of the agreement, Oasis will receive a fee of 5.45% (the "Fee") of the $2,754,000 April 2020 Accounts Receivable following their purchase of the April 2020 Accounts Receivable for $1,032,000 (the "Purchase Price"). Oasis will return to the Company within five days any amounts collected that exceeds the sum of the Purchase Price and the Fee. As with all Mytesi gross sales, the April 2020 Accounts Receivable will be reduced by Medicare, ADAP 340B chargebacks, returns, and wholesale distribution fees based on historical trends to determine net sales.

 

Under the agreement, Oasis is entitled to a one-time transaction fee of $25,000 and may be entitled to additional transaction fees to the extent Oasis purchases additional accounts receivable under the agreement, which fees will not exceed $5,000 per transaction.

 

The initial term of the agreement is one year, during which period Oasis, in addition to the April 2020 receivables, can purchase additional receivables. The agreement will automatically renew for successive one-year periods unless notice of non-renewal is provided by the Company at least 30 days prior to the expiration of a term. Notwithstanding the foregoing, either Oasis or the Company may terminate the agreement on 60 days' prior written notice.