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Related Party Transactions
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

7. Related Party Transactions

In February 2015, as amended in October 2017, the Company entered into a Support Services Agreement with COI Pharmaceuticals, Inc. (“COI”) that outlines the terms of services provided by COI to the Company, as well as the fees charged for such services. Jay Lichter, Ph.D., a member of the Company’s board of directors, and Tighe Reardon, the Company’s Acting Chief Financial Officer, are each an executive officer and director of COI, a shared service company that provides certain back-office and administrative and research and development support services, including facilities support, to the portfolio companies of Avalon Ventures, a stockholder of the Company. The Company pays COI quarterly prepayments for estimated costs to be incurred under the agreement in such quarter. Either party may terminate the support services agreement by giving 30 days’ prior notice. The support services agreement automatically renews in October of each year unless terminated by either party by giving 30 days’ prior notice.

Expense recognized by the Company under the support services agreement with COI and costs incurred pursuant to a sublease with COI, as further described in Note 8, for the periods presented were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Research and development

 

$

167

 

 

$

136

 

 

$

319

 

 

$

312

 

General and administrative

 

 

75

 

 

 

69

 

 

 

154

 

 

 

132

 

 

 

$

242

 

 

$

205

 

 

$

473

 

 

$

444

 

 

At June 30, 2019 and December 31, 2018, the Company had accounts payable and accrued expenses due to COI of $0.1 million and $0.1 million, respectively. As of December 31, 2018 the Company had prepaid expenses to COI of less than $0.1 million. No amounts were due from COI and the Company had no prepaid expenses to COI at June 30, 2019.

Research Funding and Option Agreement

In July 2014, the Company entered into a Research Funding and Option Agreement (the “Research Agreement”) for certain technologies from The Scripps Research Institute (“TSRI”) where a member of the Company’s board of directors was formerly a faculty member. Pursuant to the agreement, as last amended July 2019, the Company provides funding to TSRI to conduct certain research activities under a research program. The agreement, as amended, expires in July 2022 or upon the completion of the research program, unless extended by mutual agreement. Under the Research Agreement, TSRI granted the Company an option to enter into a license agreement for certain patent rights and technology related to the research program. As described below, the license agreement was entered into in July 2014, and any intellectual property to which the Company exercises the foregoing option will be included in such license agreement. The Company is obligated to provide future research funding to TSRI pursuant to the Research Agreement, as amended, in the amount of $0.2 million for the remainder of 2019, $0.3 million for 2020 and $0.1 million for 2021.

License Agreement

In July 2014, the Company entered into a License Agreement (the “TSRI License”) with TSRI. Under the TSRI License (as amended), TSRI granted the Company an exclusive, worldwide, royalty-bearing, sublicensable, license to certain TSRI patent rights, know-how and biological materials (the “Licensed Technology”), to make, use, sell, offer for sale, and import products covered by the claims of the licensed patent rights or developed by the Company through the use of the Licensed Technology (the “Licensed Products”) and to otherwise exploit the Licensed Technology. The Licensed Technology forms the basis for the Company’s proprietary Expanded Genetic Alphabet platform technology. The license granted to the Company by TSRI under the Licensed Technology is subject to certain U.S. Government rights and certain other limited rights retained by TSRI.

In consideration for the license, the Company issued TSRI 30,663 shares of the Company’s common stock. In July 2015, the Company issued an additional 8,711 shares of its common stock to TSRI. Beginning in July 2017, and annually thereafter, the Company is required to pay TSRI an immaterial annual minimum royalty. The Company is also obligated to pay running royalties in the low single digit percentages on its or its sublicensees’ net sales of the Licensed Products on a country-by-country and product-by-product basis. Certain of these payment obligations may be increased during the pendency of any challenge of the licensed patent rights by the Company, its affiliates, or sublicensees. In the event that the Company is required to obtain a license under patent rights held by a third party to prevent infringement of the Licensed Products, the Company may offset its royalty obligations to TSRI by up to a maximum mid-double digit percentage of any royalties the Company pays to such third party. However, in no event, can the Company reduce the royalties payable to TSRI by more than a mid-double digit percentage in any calendar quarter. The Company’s royalty obligations as to each product terminate on a country-by-country basis upon the expiration of the last-to-expire of the licensed patent claims that cover the Licensed Products.

In addition, the Company is also required to pay TSRI (i) an amount in the low-double digit percent range of sublicensing revenues, (ii) an amount in the high-single digit percent range of non-sublicensing transaction revenues, such as amounts received for grants of licenses to third parties and grants of other distribution or marketing rights, payable in shares of the Company’s capital stock and (iii) milestone payments of up to $2.4 million for each Licensed Product. In June 2019, the Company incurred a milestone obligation of $0.1 million related to the initiation of its Phase 1/2 clinical trial for its lead product candidate, THOR-707.

The Company is responsible for reimbursing TSRI for its patent costs incurred in connection with prosecuting and maintaining the TSRI License patent rights. The parties may terminate the TSRI License at any time by mutual agreement. In addition, the Company may terminate the TSRI License by giving 90 days’ notice to TSRI and TSRI may terminate the TSRI License immediately in the event of certain breaches of the agreement by the Company or upon the Company’s failure to undertake certain activities in furtherance of commercial development goals. Unless terminated earlier by either or both parties, the term of the TSRI License will continue until the final expiration of all royalty obligations under the agreement.

Academic Development Program Awards

The Company has incurred research and development expense in connection with academic development program awards to TSRI to fund direct research. A member of the Company’s board of directors was formerly a faculty member at TSRI and such payments were used to fund a portion of his research activities conducted at TSRI.

Expense recognized by the Company related to the above agreements with TSRI for the periods presented was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Research and development

 

$

191

 

 

$

93

 

 

$

279

 

 

$

187

 

General and administrative

 

 

1

 

 

 

2

 

 

 

4

 

 

 

4

 

 

 

$

192

 

 

$

95

 

 

$

283

 

 

$

191

 

 

As of June 30, 2019 and December 31, 2018, the Company had accounts payable and accrued expenses due to TSRI of $0.2 million and $0.1 million, respectively. The Company had no prepaid expenses to TSRI as of June 30, 2019 and December 31, 2018, respectively.