XML 25 R17.htm IDEA: XBRL DOCUMENT v2.4.0.6
Note 11 - China Joint Venture
3 Months Ended
Mar. 31, 2012
Equity Method Investments and Joint Ventures Disclosure [Text Block]
NOTE K – CHINA JOINT VENTURE

On June 7, 2011 (the Signing Date), we entered into an Equity Sale and Purchase Agreement with an effective date of June 4, 2011 (the Effective Date), (which agreement was restated and replaced in July 2011 without altering the substantive terms of the June agreement; as so restated, the Equity Transfer Agreement), under which we sold our equity interest in Unigene Biotechnology Co., Ltd. (the China Joint Venture), which represents forty-five percent (45%) of the registered capital and the profits and losses of the China Joint Venture (the Equity Interest). Thereunder, we sold the Equity Interest to China Charmaine Pharmaceutical Company Limited (the Purchaser), an affiliate of China Pharmaceutical Group Limited (CPG) for an aggregate purchase price of up to $1,050,000, payable in two installments in the amounts and at the times described below.

The China Joint Venture was formed between us and CPG’s predecessor under that certain Joint Venture Contract dated June 15, 2000 (the JV Contract), those certain Articles of Association dated June 15, 2000 (the Articles of Association) and that certain Agreement dated April 23, 2008 (the Agreement). We also granted certain licenses and other rights to the China Joint Venture under that certain Technology Transfer Agreement dated April 23, 2008 (the Technology Transfer Agreement).

Furthermore, in connection with the Technology Transfer Agreement, on May 10, 2008, we entered into a common stock purchase agreement (the Stock Purchase Agreement) pursuant to which we sold 1,080,000 shares of our common stock, par value $0.01 per share (the Shares), at a price of $1.86 per share to Tin Lon Investment Limited, a Hong Kong limited liability company that is a wholly-owned subsidiary of CPG, in a private placement. Pursuant to the Equity Transfer Agreement, from the Effective Date through and until the first anniversary of the Closing Date (defined below) (the Final Payment Date), we have the option (the Option), but not the obligation, upon ten days prior written notice to the Purchaser, to repurchase the Shares at a purchase price of $1.86 per share, if they have not previously been disposed of by the holder.

In consideration for the sale and transfer of the Equity Interest: (i) upon the receipt of certain governmental approvals and satisfaction of certain other customary conditions, the Purchaser shall pay the first installment of $600,000 to us (such payment date, the Closing Date); and (ii) the Purchaser shall pay the remaining $450,000 (the Final Payment) on the date the Option is exercised, provided that if the Option is not exercised on or before the Final Payment Date and the Shares are not otherwise disposed of by the holder, we will forego the Final Payment.

Furthermore, as of the Effective Date, we have no further obligations under the JV Contract or the Articles of Association.

As of the Signing Date, our investment in the China Joint Venture was $2,873,070 and we had recorded a liability to the China Joint Venture in the amount of $1,200,000 for a net investment of $1,673,070. In June 2011, due to the expected first payment of $600,000, we recognized a loss of $1,073,070 on the termination and sale of the China Joint Venture. We will recognize a gain if and when we receive the $450,000 contingent final payment.

In 2008, we initiated the transfer of technology and know-how to the China Joint Venture. This technology and know-how contribution gave rise to a basis difference between our investment in the China Joint Venture and our 45% equity interest in the underlying assets of the China Joint Venture. This basis difference was being recognized over 17 years, the estimated life of the transferred assets. In 2011, we revised our accounting prospectively to account for the calculation of the basis difference between our investment in the China Joint Venture and our 45% equity interest in the underlying net assets of the China Joint Venture. We had originally calculated the amortization of the difference based upon the $4,500,000 of intellectual property (licensed patent rights, know-how, etc.) that had been and was agreed to be contributed to the China Joint Venture. However, as of January 1, 2011, we calculated the amortization of the difference based upon the $2,100,000 of intellectual property that had been contributed to that date and recorded on the financial statements of the China Joint Venture. The cumulative adjustment in the first quarter of 2011 totaled $317,643. We also recognized a revised basis difference of $30,882. Therefore, the net basis difference recognized in the first quarter of 2011 was an expense of $286,761. These expenses are included in our Statement of Operations under “Loss from investment in former China Joint Venture.” Our share of the China Joint Venture’s losses for the three months ended March 31, 2012 and March 31, 2011 were $0 and $16,000, respectively.