COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 3 – COMMITMENTS AND CONTINGENCIES:

a. License Agreements

CRT Pioneer Fund License Agreement

There have been no material changes to the CRT Pioneer Fund License Agreement (the “License Agreement”) as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements) except noted below.

In connection with the License Agreement, the Company agreed to provide Institute of Cancer Research in London, UK (“ICR”) with up to an additional $500,000 in research and development support over the next 18 months to conduct additional scientific research and preclinical testing for certain indications that the Company selects in connection with the NXP800 Program. According to the License Agreement, the Company also has an exclusive license to intellectual property rights developed in the collaboration, to research, develop and commercialize products resulting from the collaboration. On March 31, 2022, the Company and ICR revised the agreement for research and development support to a total of $865,000 (to allow for additional research activities). $0.1 million and $0.2 million of expense of the research and development support was recognized during the three months and nine months ended September 30, 2022, respectively. The expense from the revised agreement will be recognized over eighteen months beginning at the date of the revised agreement. As of September 30, 2022, there are twelve months remaining for this expense to be recognized.

Any potential milestone or royalty payment amounts have not been accrued as of September 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events or milestones except for the research and development support discussed above.  During the three months ended September 30, 2022, the Company paid CRT $1.0 million associated with a patient enrollment milestone.

University of Edinburgh License Agreement

There have been no material changes to the University of Edinburgh (“UoE”) License Agreement as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022 (see Note 5a in the Notes to the Financial Statements) except noted below.  

As of September 30, 2022, the Company recorded an accrued liability of $0.5 million related to the one year anniversary milestone and $0.4 million associated with the July 2022 private placement. Those expenses were recorded as research and development expenses during the quarter ended September 30, 2022.

Any potential future research support, milestone or royalty payment amounts have not been accrued as of September 30, 2022 and December 31, 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research.

b. Related Party Transactions

As for related party transactions, see Note 7 and Note 8.

c. Contingencies

As of September 30, 2022, and as of December 31, 2021, there are no contingent liabilities, therefore, no provision was made.