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Roche Collaboration, Option and License Agreement | 9 Months Ended
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Sep. 30, 2013
Research and Development [Abstract] |
Roche Collaboration, Option and License Agreement | Roche Collaboration, Option and License Agreement In September 2013, the Company entered into a Collaborative, License, and Option Agreement (the “Agreement”) with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (“Roche”). Under the Agreement, the Company and Roche will co-develop highly-optimized, multi-antigen DNA immunotherapies targeting prostate cancer and hepatitis B (the “Products”). Roche acquired an exclusive worldwide license for the Company's DNA-based vaccines INO-5150 (targeting prostate cancer) and INO-1800 (targeting hepatitis B) as well as the use of the Company's CELLECTRA® electroporation technology for delivery of the vaccines. Roche also obtained an option to license additional vaccines in connection with a collaborative research program in prostate cancer. Under the terms of the Agreement, Roche made an upfront payment of $10 million and has agreed to make additional development, regulatory and commercial event based payments of up to $412.5 million. Additional event based payments could also be made to the Company if Roche pursues other indications with INO-5150 or INO-1800. Of these event based payments, we expect to achieve up to $5.0 million and $3.0 million related to INO-5150 and INO-1800, respectively, in the next two fiscal years. No event based payments or milestones were achieved during the periods presented. The Company is entitled to receive up to double-digit tiered royalties on product sales. Unless terminated earlier in accordance with its terms, the Agreement continues in effect until the date when no royalty or other payment obligations under the Agreement are or will become due, i.e., a royalty term ending on the later of the date that is (a) ten years after the date of the first commercial sale of the product that is subject to the Agreement or (b) the expiration of the last to expire of our patent rights that are subject to the Agreement. Under the terms of the Agreement we also agreed to perform certain research and development and manufacturing and supply services, at Roche's expense. The Company identified the deliverables at the inception of the agreement. The Company has determined that the license to INO-5150 and INO-1800, the Option Right to license additional vaccines, research and development services, manufacturing and drug supply, and participation in the Joint Steering Committee individually represent separate units of accounting because each deliverable has standalone value. The best estimated selling prices for these units of accounting were determined based on market conditions, the terms of comparable collaborative agreements for similar technology in the pharmaceutical and biotechnology industry, the Company's pricing practices and pricing objectives and the nature of the research and development services to be provided. While market data was considered throughout the valuation process, ultimately, the selling prices of the licenses were determined utilizing two forms of the relief from royalty method under the Income Approach and the cost-to-recreate method under the Cost Approach. The arrangement consideration was allocated to the deliverables based on the relative selling price method. The amount allocable to the delivered unit or units of accounting is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions. Based on the results of the Company's analysis, the $10 million up-front payment was allocated as follows: $5 million and $3.4 million to the license to INO-5150 and INO-1800, respectively, and $1.5 million to the Option Right. The amounts allocated to the licenses to INO-5150 and INO-1800 were recognized as license fee and milestone revenue during the three and nine months ended September 30, 2013, as these were determined to be earned upon the granting and delivery of the licenses. Due to the Company's continuing involvement obligations, the remaining amounts will be classified as deferred revenue as of September 30, 2013. The Company will recognize expenses related to research and development services and manufacturing and drug supply as revenues under collaborative agreements as the related services are performed.

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- Definition The entire disclosure for collaborative arrangements in which the entity is a participant, including a) information about the nature and purpose of such arrangements; b) its rights and obligations thereunder; c) the accounting policy for collaborative arrangements; and d) the income statement classification and amounts attributable to transactions arising from the collaborative arrangement between participants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 808 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6931272&loc=SL5834143-161434 + Details
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