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Note 18 - Subsequent Event
3 Months Ended
Mar. 31, 2013
Subsequent Events [Text Block]
18. Subsequent Events

Second Amendment to Amended and Restated Financing Agreement

On April 8, 2013 (the “Second Amendment Effective Date”), the Company entered into a Second Amendment to Amended and Restated Financing Agreement with the VPC Parties (together with all exhibits and schedules thereto, and as amended from time to time, the “Second Amendment”). The Second Amendment evidenced the amendment of certain provisions of the Amended and Restated Financing Agreement dated as of March 16, 2010, as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 and the other agreements contemplated by the Second Amendment (collectively, the “2013 Loan”).

Under the terms of the Second Amendment: (i) the Company has (A) issued to the Lenders upon the terms and conditions stated in the Second Amendment a 60-day senior secured convertible note in the aggregate principal amount of $750,000 (the “Second Amendment Note”); (ii) the Company agreed to deposit $50,000 with the Agent on the Second Amendment Effective Date to reimburse the Agent and the Lenders for certain fees, costs and expenses incurred by (or to be incurred by) the VPC Parties in connection with the Second Amendment and thereafter.  In accordance with the terms of the Second Amendment, the Company received a net amount of $700,000 from the Lenders in exchange for the issuance of the Second Amendment Note.  The maturity date of the Second Amendment Note is June 7, 2013.  The Second Amendment Note will accrue interest at a rate per annum equal to the greater of (x) the prime rate (announced by Citibank N.A. from time to time) plus 5% and (y) 15%, which, in the absence of an event of default, accrued and unpaid interest due and payable with respect to the Second Amendment Note shall, instead of being required to be paid in cash, shall be capitalized and added to the outstanding principal balance of the Second Amendment Note payable on the maturity date; provided, however, in the event of a default such as currently exists (see Note 7), the Second Amendment Note will accrue interest at the default interest rate per annum equal to eighteen percent (18%).

Equity Transfer Agreement and Exclusive License Agreement

On May 7, 2013, the Company, Nordic Bioscience and, for limited purposes, the JDV entity, NU-Co Development GmBH (“NU-Co”) entered into an equity transfer agreement (the “Equity Transfer Agreement”), pursuant to which Nordic agreed to purchase the Company’s entire ownership interest in the JDV in exchange for a payment of $1,000,000 to Unigene, payable upon the execution of the Equity Transfer Agreement.  The Equity Transfer Agreement also provides for the termination of the Joint Development Agreement (see Note 12), and provides for mutual releases by the Company and Nordic of certain claims relating to the Joint Development Agreement.

Also on May 7, 2013, Unigene and NU-Co entered into a licensing agreement (the “Exclusive License Agreement”), pursuant to which the Company granted NU-Co an exclusive, royalty-bearing license to develop and commercialize products incorporating any of the three licensed analogs for the treatment of Type 2 diabetes, osteoarthritis and osteoporosis in humans.  The exclusive license granted to NU-Co may be expanded, at NU-Co’s election, to include products for the treatment of obesity/satiety in humans, if the Company discontinues clinical development of its UGP 281 candidate for such indications.  NU-Co is required to use commercially reasonable efforts to develop a licensed analog as required to obtain regulatory approvals in the United States and the European Union for one or more licensed products, and to market and promote licensed products throughout those countries in which regulatory approvals are obtained.  The Exclusive License Agreement provides for the payment of royalties to the Company of 10% of net sales of licensed products that incorporate Unigene-developed oral formulation technology and 7.5% of net sales of licensed products that do not incorporate such technology, and also provides for the payment to the Company of 25% of amounts received for any sublicenses granted by NU-Co under the Exclusive License Agreement.  During the term of the Exclusive License Agreement and for one (1) year thereafter, the Company shall not pursue development of (or license, sell or transfer to any third party) any calcitonin peptide analogs for use in the indications licensed to NU-Co, other than naturally-occurring calcitonin peptides and other than the Company’s existing development project with Tarsa.  The Exclusive License Agreement provides for the termination of license and supply agreements that were entered into between the Company and NU-Co on August 15, 2012.  The Exclusive License Agreement contains other customary representations, warranties, covenants and indemnities by each of the parties.

Pursuant to the terms of the Forbearance Agreement with Victory Park, the proceeds received under the Equity Transfer Agreement on May 13, 2013 were required to be remitted to Victory Park to be applied to the outstanding Notes.  Pursuant to a letter agreement with Victory Park dated May 10, 2013, Victory Park has agreed to re-loan to the Company $500,000 of the proceeds from the Equity Transfer Agreement.

Introduction

Due largely in part to the FDA advisory committee recommendation, we have not received and do not anticipate receiving additional orders for Fortical in the near term. As a result of the cessation of Fortical production activities and uncertainty regarding any future production requirements, we have concluded that all Fortical assets are impaired. The impairment charges recorded during the three months ended March 31, 2013 consisted of the write-off of fixed assets and patents of $675,000 and $309,000, respectively.