XML 19 R9.htm IDEA: XBRL DOCUMENT
v2.4.1.9

Subsequent Event | 6 Months Ended
--- | ---
Dec. 31, 2014
Subsequent Events [Abstract] |
Subsequent Event | 3. Subsequent Event ​ In January 2015, we entered into a Collaboration and Distribution Agreement (the “Collaboration Agreement”) with MJ Biologics, Inc. (“MJB”), pursuant to which we and MJB will collaborate on the development of certain animal vaccines and MJB granted us an exclusive license to manufacture and distribute, in North America, any vaccine product currently being developed or sold by MJB or any other product which is developed under the Collaboration Agreement. We will reimburse MJB’s cost of goods, make certain minimum base payments of  $200 per month to MJB during the term of the Collaboration Agreement, subject to certain offset provisions, and pay 50% of all gross margins over $400 per month to MJB. We also entered into a Technology License Agreement (the “License Agreement”) with MJB, pursuant to which MJB granted us an exclusive license to develop, manufacture and commercialize, outside of North America, vaccine products using MJB’s patents and know-how. We will make quarterly royalty payments to MJB in an amount equal to a specified percentage of net sales outside of North America. Unless otherwise terminated due to material breach or bankruptcy, the Collaboration Agreement and the License Agreement will continue in effect until the earlier of the Closing Date of the Purchase Agreement described below or the termination of the Purchase Agreement without the Closing occurring thereunder. We also entered into an Intellectual Property Purchase Agreement (the “Purchase Agreement”) with MJB, pursuant to which we will acquire the intellectual property and certain other assets comprising MJB’s business relating to animal vaccines. The closing date of the acquisition (the “Closing” or the “Closing Date”) is anticipated to occur on or before January 1, 2021, subject to certain closing conditions. Upon the occurrence of certain events, the Closing of the Purchase Agreement will occur prior to the scheduled Closing Date. Under the terms of the Purchase Agreement, we made an upfront payment to MJB of  $5,000 and agreed to pay MJB a “Closing Payment” at Closing in an amount to be calculated based on the worldwide net sales of MJB’s vaccines for the 12 months immediately prior to the Closing Date. The Closing Payment will not be less than $10,000, subject to offset in certain limited circumstances. In addition, MJB will be entitled to receive earn-out payments, from the Closing Date through December 31, 2030, based on (i) a single-digit percentage of the net sales of any “Royalty Product” (as defined in the License Agreement) that we sell commercially in North America, and (ii) a single-digit percentage of the net sales of any Royalty Product that is sold commercially outside of North America by us at the time of or after the Closing. We also made a loan of  $5,000 to MJB’s sole shareholder, which matures on the Closing Date. The loan bears interest at a variable rate equal to LIBOR plus 300 basis points. The unpaid principal amount of the loan, together with all outstanding and unpaid interest, will be due and payable at Closing or over a period ending January 2025 in the event of a termination of the Purchase Agreement by us or upon the occurrence of certain customary events of default.

X
- Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration