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INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

NOTE 4 – INTANGIBLE ASSETS

 

Licensee Agreement

In November 2014 we entered into a License Agreement with kathy ireland Worldwide® ("kiWW®") whereby we licensed the right to utilize the trademarks and rights to the name, likeness and visual representations of Kathy Ireland in connection with our cosmeceutical line of products. The initial term of the license is for eight years and it may be renewed at the option of the Company for up to an additional four years.

 

In accordance with the License Agreement, we will pay 5% of the net sales for all licensed products sold and collected under the licensed marks or a minimum guaranteed royalty of $100,000 in year one, which includes the period from approximately November 4, 2014 through December 31, 2015 (“Contract Year 1”), of the License Agreement. The minimum guaranteed royalty increases $50,000 each year in years two through eight of the License Agreement. As of June 30, 2015, we have recognized approximately $60,400 in royalty fees applicable to Contract Year 1 of which $44,664 was recognized during the six months ended June 30, 2015.

 

Additionally, we are obligated to pay an annual Brand Participation Fee to kiWW® which provides for general advertising, good will and promotion of the overall kathy ireland brand. NuGene paid kiWW $350,000 effective upon execution of the License as a Brand Participation fee for Contract Year 1. Accordingly, we are amortizing this initial Brand Participation Fee over the 14 month period of Contract Year 1. The net carrying value of the Brand Participation Fee at June 30, 2015 and December 31, 2014 was $150,000 and $300,000, respectively. The Brand Participation Fee for Contract Years 2 through 8 is $50,000 annually with an additional 1% of the total gross sales of Licensed Products of the prior year beginning in Contract Year 4.

 

SkinGuardian Intellectual Property

On March 17, 2015, BioPharma entered into an Intellectual Property Asset Purchase Agreement (“IP Agreement”) with Dr. H.R. Christopher O'Brien to acquire all of the rights, title and interest in and to SkinGuardian, a skin protectant, antiseptic, and moisturizing lotion, including but not limited to (all formulae and any and all other rights, title, and interest in and to the SkinGuardian™ product (collectively, the “Intellectual Property”) and Intellectual Property Rights, free and clear of any liabilities, claims, liens or encumbrances.

 

The SkinGuardian product is an anti-bacterial, anti-fungal first aid product containing benzalkonium which can be developed as an antiseptic or moisturizing lotion and possibly as an antiseptic spray. First aid antiseptics combined with skin protectant active ingredients, such as SkinGuardian, are subject to Tentative Final Monograph (“TFM”) through the Federal Drug Administration (the “FDA”), which permits manufacturing and related activities so long as the drug formulation and labeling meet the requirements described in the relevant TFM. The TFM establishes the conditions under with the product is Generally Recognized as Safe and Effective (“GRASE”) and not misbranded. Pending a final monograph, the FDA does not object to the marketing of over the counter drugs, such as SkinGuardian, that meet the formulation and labeling requirements described in the relevant TFM. SkinGuardian, as marketed under TFM FR. 56, No. 140 (1991) is permitted to be manufactured, labeled, packaged and distributed without further FDA approval or review. Management has assessed and anticipates that the principal value of the SkinGuardian Intellectual Property for the Company lies in the compliance of that IP with the respective formulation and labeling requirement of the TFM, as well as, the trade secret formulae of such skin protectant. Management anticipates that, due to the represented SkinGuardian formulation and labeling compliance with the TFM, upon inclusion of the Company’s proprietary stem cell media, as an inactive ingredient, into the SkinGuardian formulation, we will be able to enter the marketplace for our BioPharma products at a materially faster rate and at a lower cost than had we gone through the TFM testing and reporting regime on our own. Our business plan objective in completing the March 2015 acquisition of SkinGuardian was to develop and market a topical skin protectant for treatment and prophylactic purposes. We regard treatment products based on a combination of SkinGuardian IP and our proprietary stem cell media as a natural extension of our cosmeceutical skincare lines marketed by our NuGene Inc. subsidiary. We anticipate the launching of the SkinGuardian product, with our added stem cell media, during the latter part of 2015 or early 2016 in over the counter departments of pharmacies and other distribution channels.

 

Upon acquisition of SkinGuardian and the Intellectual Property, the Company issued 250,000 shares of restricted common stock to Dr. O’Brien valued at $250,000. The fair market value of $1.00 per share was determined by taking into consideration the 18 month lock-up agreement that the shares were subject to. Management subsequently reviewed the Intellectual Property and determined that a patent had not been issued and that, while still in the application stage, had been abandoned in the fall of 2011. Upon further review of the IP Agreement during the second quarter of 2015, management determined that, considering the abandonment of the patent application, it was appropriate for the parties to adjust the consideration paid for the Intellectual Property and Dr. O'Brien agreed to return 100,000 shares of common stock to the Company. On June 30, 2015, these 100,000 shares were cancelled and returned to the Company’s treasury. As a result, the carrying value of the Intellectual Property was adjusted to $150,000 at June 30, 2015, with a corresponding reduction to shareholders’ equity.

 

The FDA approval of the SkinGuardian product is considered by the Company to have an indefinite life. Accordingly, management will review the asset for impairment on at least an annual basis and will write the asset down to fair value if its review determines that to be necessary. Management believes that the SkinGuardian product will facilitate our entry into over the counter based treatment markets which in our view ought to expand revenue both domestically and internationally over the course of the next 18 to 24 months. Although no assurance can be given that we will be successful in doing so, we expect to protect our product formulations through a combination of maintaining trade secrets and securing non-disclosure agreements. Accordingly, we assess that there is no impairment in the carrying value of the SkinGuardian acquisition and IP as of June 30, 2015.