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Commitments and Contingencies
 12 Months Ended
Dec. 31, 2012
Commitments and Contingencies  
Commitments and Contingencies

10          Commitments and Contingencies

 

General

 

Please refer to Note 4 — Significant Contracts for further discussion of certain of the Company’s commitments and contingencies.

 

Leases

 

The following is a summary of the Company’s contractual obligations and commitments relating to its facilities leases as at December 31, 2012:

 

 

 

Operating
lease
obligations

 

 

 

$000

 

2013

 

584

 

2014

 

584

 

2015

 

572

 

2016

 

567

 

2017

 

439

 

Thereafter

 

3,223

 

Total

 

5,969

 

 

Rent expense, which includes lease payments related to the Company’s research and development facilities and corporate headquarters and other rent related expenses, was $0.9 million for the year ended December 31, 2010 and $0.6 million for each of the years ended December 31, 2011 and 2012.

 

In October 2000, the Company entered into a twenty-five year lease for its research and development facility in Dundee, Scotland.  In May 2011, the Company extended its lease for office space at its headquarters in Berkeley Heights, New Jersey, for an additional five years.

 

Please refer to Note 6 — “Fair Value” for further discussion of certain of the Company’s commitments and contingencies.

 

Purchase Obligations

 

At December 31, 2011, the Company had obligations in relation to the purchase of manufactured products within the ALIGN business of $0.2 million. As discussed in Note 3 — Discontinued Operations, the Company terminated the distribution agreements related to the ALIGN products effective September 30, 2012.

 

Preferred Dividends

 

The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the certificate of designation governing the terms of the Company’s outstanding 6% Convertible Exchangeable Preferred Stock, including the requisite financial analysis and determination of a surplus. Accrued and unpaid dividends in arrears on preferred stock were $1.6 million, or $1.30 per share of preferred stock, as of December 31, 2011 and $2.3 million, or $1.90 per share, of preferred stock, as of December 31, 2012.

 

Legal proceedings

 

On April 27, 2010, the Company was served with a complaint filed by Celgene Corporation in the United States District Court for the District of Delaware seeking a declaratory judgment that four of the Company’s own patents, claiming the use of romidepsin injection in T-cell lymphomas, are invalid and not infringed by Celgene’s products, but directly involve the use and administration of Celgene’s ISTODAX® (romidepsin for injection) product. On June 17, 2010, the Company filed its answer and counterclaims to the declaratory judgment complaint. The Company has filed counterclaims charging Celgene with infringement of each of its four patents and seeking damages for Celgene’s infringement as well as injunctive relief. The four patents directly involve the use and administration of Celgene’s ISTODAX® (romidepsin for injection) product.

 

On March 6, 2013, the United States District Court for the District of Delaware “So Ordered” a Stipulation and Order For Stay as to all pending dates on the court’s calendar for a period of 30 days. This stay relates to all proceedings, including the Markman (or claim construction ) hearing previously scheduled for March 14, 2013.