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Transactions with BioXcel LLC
 9 Months Ended
Sep. 30, 2024
Transactions with BioXcel LLC  
Transactions with BioXcel LLC

Note 8. Transactions with BioXcel LLC

The Company entered into a Separation and Shared Services Agreement with BioXcel LLC that took effect on June 30, 2017, as amended and restated thereafter (the “Services Agreement”), pursuant to which BioXcel LLC has agreed to provide the Company with certain intellectual property prosecution and management and research and development activities.

Under the Services Agreement, we have an option, exercisable until December 31, 2024, to enter into a separate collaborative services agreement with BioXcel LLC pursuant to which BioXcel LLC shall perform product identification and related services for us utilizing its EvolverAI. We agreed to pay BioXcel LLC $18 per month from March 13, 2023 to December 31, 2024 in exchange for this option. We agreed to negotiate any such collaborative services agreement in good faith and to incorporate reasonable market-based terms, including consideration for BioXcel LLC reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestone payments shall not exceed $10,000 in the aggregate and not be payable prior to proof of concept in humans and (ii) commercialization milestone payments shall be based on reaching annual net sales levels, be limited to 3% of the applicable net sales level, and not exceed $30,000 in the aggregate.

Service charges recorded under the Services Agreement for the three and nine months ended September 30, 2024 and 2023, respectively were as follows:

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Three months ended September 30, 

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Nine months ended September 30, 

​

​

2024

​

2023

​

2024

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

    

$

230

​

$

321

​

$

708

​

$

950

Selling, general and administrative

​

 

120

​

​

103

​

 

258

​

​

189

Total

​

$

350

​

$

424

​

$

966

​

$

1,139

​

As of September 30, 2024, there were no outstanding service charges related to the Services Agreement included in Due to related parties in the Company’s Condensed Consolidated Balance Sheets.