XML 86 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Events
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
In May 2015, the Company's board of directors approved the distribution to the Company's shareholders of 17,830,305 shares of ZIOPHARM common stock, representing all of the equity interests of ZIOPHARM held by the Company. The distribution shall constitute a dividend to shareholders of record as of June 4, 2015 and is expected to occur prior to the end of the second quarter. In connection with the distribution, pursuant to the terms of the 2013 Plan, the conversion terms of all outstanding options for shares of the Company's stock will be adjusted to reflect the value of the distribution with respect to shares of the Company's common stock.
In April 2015, the Company acquired 100% of Okanagan Specialty Fruits Inc. ("Okanagan"), a company which developed and received regulatory approval for the world's first non-browning apple without the use of any flavor-altering chemical or antioxidant additives, for approximately $10,000 in cash and 707,853 shares of Company common stock. In addition to supporting Okanagan's further commercialization and exploitation of its apple products, the Company expects to utilize its proprietary technologies to assist Okanagan in the development of further novel beneficial plant traits.
In March 2015, the Company signed a worldwide License and Collaboration Agreement ("Merck Agreement") with Ares Trading S.A. ("Ares Trading"), a subsidiary of the biopharmaceutical business of Merck KGaA, and ZIOPHARM through which the parties established a collaboration for the research and development and commercialization of certain products for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans. The Company expects the Merck Agreement to become effective in the second quarter following regulatory approval. Pursuant to the Merck Agreement, the Company will receive an upfront fee of $115,000, up to $826,000 of potential payments for development and commercial milestones for the first two products, and royalties ranging from the lower-single digits to the lower-double digits of the net sales derived from the sale of products developed under the Merck Agreement. The Company may also receive further cash fees upon certain technical milestones as provided for in the agreement as well as in the event that Ares Trading selects additional targets beyond the initial two targets.
In conjunction with the Merck Agreement, the Company and ZIOPHARM amended their existing ECC (Note 5). The amendment modifies the scope of the ECC in connection with the Merck Agreement and provides that the Company will pay to ZIOPHARM 50% of all payments received for upfront fees, milestones and royalties under the Merck Agreement. The amendment also reduces the Company's commitment to purchase $50,000 of ZIOPHARM common stock (Note 17) to $43,500, which commitment has been satisfied as of March 31, 2015.