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Related Party Transactions | 6 Months Ended
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Jun. 30, 2017
Related Party Transaction, Due from (to) Related Party [Abstract] |
Related Party Transactions | Related Party Transactions GeneOne Life Sciences On May 26, 2015, the Company entered into a Collaborative Development Agreement with GeneOne to co-develop a DNA vaccine for MERS (Middle East Respiratory Syndrome) through Phase 1 clinical trials. Under the terms of the agreement, GeneOne will be responsible for funding all preclinical and clinical studies through Phase 1. In return, GeneOne will receive up to 35% milestone-based ownership interest in the MERS immunotherapy upon achievement of the last milestone event of completion of the Phase 1 safety and immunogenicity study. The collaborative research program shall terminate upon the completion of activities under the development plan, unless sooner terminated. In January 2016, the Company and Gene One entered into a First Amendment to the May 2015 Collaborative Development Agreement to expand the agreement to test and advance the Company's DNA-based vaccine for preventing and treating Zika virus. GeneOne will be responsible for funding all preclinical and clinical studies through Phase 1. In return, GeneOne will receive up to 35% milestone-based ownership interest in the Zika immunotherapy upon achievement of the last milestone event of the completion of the Phase 1 safety and immunogenicity study. All other agreement terms remain the same. On September 23, 2014, the Company entered into a Collaborative Development Agreement with GeneOne to co-develop an Ebola vaccine through Phase 1 clinical trials. In July 2015, the Company amended the Agreement with an effective date of April 2015 to change control of development in return for the Company’s payment of certain expenses relating to GeneOne's contribution to the clinical trials. On October 7, 2011, the Company entered into a Collaborative Development and License Agreement (the “Hep Agreement”) with GeneOne. Under the Hep Agreement, as originally executed, the Company and GeneOne agreed to co-develop the Company’s SynCon® therapeutic vaccines for hepatitis B and C infections (the “Hep Products”). Under the terms of the Hep Agreement, GeneOne will receive marketing rights for the Hep Products in Asia, excluding Japan, and in return will fully fund IND-enabling and initial Phase 1 and 2 clinical studies with respect to the Products. The Company will receive from GeneOne payments based on the achievement of clinical milestones and royalties based on sales of the Hep Products in the licensed territories, retaining all commercial rights to the Products in all other territories. On August 21, 2013, the Company amended the Hep Agreement to grant back to the Company the SynCon® therapeutic vaccines targeting hepatitis B, along with all associated rights, from the collaboration in return for certain remuneration including a percentage of license fees. On October 7, 2013, the Company further amended the Hep Agreement to in part provide exclusive patent rights to IL-28 technology for use with the Hep Products in Asia, excluding Japan. The Hep Agreement shall terminate upon the later of the expiration or abandonment of the last patent that is a component of the rights or 20 years after the effective date. On March 24, 2010, the Company entered into a Collaboration and License Agreement (the “GeneOne Agreement”) with GeneOne. Under the GeneOne Agreement, the Company granted GeneOne an exclusive license to the Company's SynCon® universal influenza vaccine delivered with electroporation to be developed in certain countries in Asia (the “Product”). As consideration for the license granted to GeneOne, the Company received an upfront payment of $3.0 million, and will receive research support, annual license maintenance fees and royalties on net Product sales. The Company recorded the $3.0 million as deferred revenue from affiliated entity, and will recognize it as revenue over the eight year expected period of the Company’s performance obligation. In addition, contingent upon achievement of clinical and regulatory milestones, the Company will receive development payments over the term of the GeneOne Agreement. The GeneOne Agreement also provides the Company with exclusive rights to supply devices for clinical and commercial purposes (including single use components) to GeneOne for use in the Product. The term of the GeneOne Agreement commenced upon execution and will extend on a country by country basis until the last to expire of all Royalty Periods for the territory (as such term is defined in the GeneOne Agreement) for any Product in that country, unless the GeneOne Agreement is terminated earlier in accordance with its provisions as a result of breach, by mutual agreement, or by GeneOne's right to terminate without cause upon prior written notice. One of the Company's directors, Dr. David B Weiner, acts as a consultant to GeneOne. For the three and six months ended June 30, 2017, the Company recognized revenue from GeneOne of $155,000 and $322,000, respectively, which consisted of licensing and other fees from the influenza and Zika collaborations. Operating expenses recorded from transactions with GeneOne for the three and six months ended June 30, 2017 include $772,000 and $1.2 million, respectively, primarily related to biologics manufacturing. For the three and six months ended June 30, 2016, the Company recognized revenue from GeneOne of $463,000 and $576,000, respectively, which consisted of licensing and other fees from the influenza and Zika collaborations. Operating expenses recorded from transactions with GeneOne for the three and six months ended June 30, 2016 include $1.1 million and $1.3 million, respectively, primarily related to biologics manufacturing. At June 30, 2017 and December 31, 2016, the Company had an accounts receivable balance of $149,000 and $441,000, respectively, and an accounts payable and accrued liability balance of $41,000 and $401,000, respectively, related to GeneOne and its subsidiaries. At June 30, 2017 and December 31, 2016, $389,000 and $571,000, respectively, of prepayments made to GeneOne were classified as long-term other assets on the condensed consolidated balance sheet. Plumbline Life Sciences, Inc. In May 2014, the Company's 85% owned subsidiary VGX Animal Health entered into an agreement for the sale of its animal health assets to Plumbline Life Science, Inc. ("PLS"). The assets transferred included an exclusive license with the Company for animal applications of its growth hormone-releasing hormone ("GHRH") technology and animal DNA vaccines plus a non-exclusive license to the Company's electroporation delivery systems. In return, VGX Animal Health received $2.0 million in cash, of which $1.0 million was received in May 2015 and the remainder in May 2016, and 465,364 shares of PLS, of which the Company received 395,758 shares or approximately 16.8% of PLS's common stock. During each of the years ended December 31, 2016 and 2015, VGX Animal Health distributed the $1.0 million cash received to its shareholders, of which $850,000 was received by the Company and $150,000 was paid to minority shareholders in each year. One of the Company's directors, Dr. David B Weiner, acts as a consultant to PLS. As of June 30, 2017 the Company accounts for its ownership interest in PLS under the accounting guidance for investments considered available-for-sale as described in Accounting Standards Codification (ASC) 320 - Investments - Debt and Equity Securities. The original carrying value of the Company's investment in PLS was $0. On July 28, 2015, PLS registered its common shares on the Korea New Exchange (KONEX) Market. The total carrying value of the Company's investment in PLS was $3.3 million as of June 30, 2017. The fair value is based on the market value of the 395,758 common shares owned, as determined based on the closing price of the common shares on the KONEX on the date of determination. The changes in carrying value of PLS are recorded in the condensed consolidated statements of comprehensive loss as an unrealized gain (loss) on investment in affiliated entity. In August 2016, the Company licensed a veterinary vaccine for foot and mouth disease (FMD) to PLS. PLS will fund all development activities for this FMD vaccine. The Company will receive milestone payments as well as royalties on product sales from PLS for commercial rights to this FMD synthetic vaccine in Asia, excluding Japan. For the three and six months ended June 30, 2017, the Company recognized revenue from PLS of $21,000 and $88,000, respectively. For the three and six months ended June 30, 2016, the Company recognized revenue from PLS of $37,000 and $61,000, respectively. At June 30, 2017 and December 31, 2016, the Company had an accounts receivable balance of $243,000 and $155,000, respectively, related to PLS. The Wistar Institute One of the Company's directors, Dr. David B Weiner, is the Executive Vice President and Director of the Vaccine Center of The Wistar Institute ("Wistar"). On March 16, 2016, the Company entered into collaborative research agreements with Wistar for preventive and therapeutic DNA-based immunotherapy applications and products developed by Dr. Weiner and Wistar for the treatment of cancers and infectious diseases. Under the terms of the agreement, the Company will reimburse Wistar for all direct and indirect costs incurred in the conduct of the collaborative research, not to exceed $3.1 million during the five-year term of the agreement. The Company will have the exclusive right to in-license new intellectual property developed under the agreement. In December 2016 the Company announced the award of a $6.1 million sub-grant through Wistar (funded by the Bill & Melinda Gates Foundation) to develop a DNA-based monoclonal antibody against the Zika infection. The Company is also a collaborator with Wistar on an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant from the National Institute of Allergy and Infectious Diseases (NIAID), awarded in 2015. For the three and six months ended June 30, 2017, the Company recognized revenue from Wistar of $1.1 million and $1.7 million, respectively, related to work performed on research sub-contract agreements. There was no revenue recognized from Wistar for the three and six months ended June 30, 2016. Operating expenses recorded from Wistar for the three and six months ended June 30, 2017 were $485,000 and $1.0 million, respectively, related to the collaborative research agreements and sub-contract agreements related to the DARPA Ebola grant (see Note 15). Operating expenses recorded from the collaborative research agreements with Wistar for the three and six months ended June 30, 2016 were $80,000. At June 30, 2017 and December 31, 2016, the Company had an accounts receivable balance of $797,000 and $152,000, respectively, and an accounts payable and accrued liability balance of $807,000 and $671,000, respectively, related to Wistar.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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