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Commitments and Contingent Liabilities | 12 Months Ended
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Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingent Liabilities | Note 7 - Commitments and Contingent Liabilities A.Exclusive License Agreement (hereinafter- “the License Agreement”) In December 2011, Chemomab entered into a License Agreement with the Medical Research, Infrastructure, Health Services Fund of the Tel-Aviv Souraski Medical Center (“Fund”), pursuant to which it was granted with an exclusive license to certain inventions (as defined in the License Agreement) including patents, knowhow and products and the right to sublicense to third parties the rights granted, pursuant to and subject to certain terms and limitation fully set in the License Agreement. Chemomab has agreed to pay the Fund a non-refundable and non-creditable sublicense fees as a percentage of all Attributed Income (as such term defined in the License Agreement), and shall further pay the Fund royalties from sales made by sublicensee; (i)Royalties in percentage of the Net sales or Service Income (as defined in the License Agreement), subject to certain additional terms set forth therein. In addition, with respect to each Licensed Product (as defined therein), Chemomab has agreed to pay the Fund the following non-refundable, non-creditable amounts: (a)USD 100 thousand upon submission of a New Drug Application (“NDA”), Biological License Application (“BLA”) or equivalent for each Licensed Product to the United States Food and Drug Administration (“FDA”), USD 100 thousand upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Europe and one hundred thousand dollars upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Asia. Payment in the aggregate shall not be more than USD 300 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once; (b)USD 200 thousand upon the grant of FDA or equivalent agency marketing approval in Europe and/or Asia for each Licensed Product. Payment in the aggregate shall not be more than USD 600 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once. As of December 31, 2021 no payments were made to the Fund. F - 15
Chemomab Therapeutics Ltd. and its subsidiaries
Notes to the Financial Statements as at December 31, 2021
Note 7 - Commitments and Contingent Liabilities (cont’d) A.Exclusive License Agreement (hereinafter- “the License Agreement”) (cont’d) In addition to the payments described above, upon the occurrence of either (i) closing of a public offering of the ordinary shares of Chemomab; or (ii) a Change of Control Transaction, Chemomab shall pay the Fund a cash payment equal to one percent (1%) of the proceeds raised by Chemomab in its initial public offering, or 1% of the consideration received by Chemomab or its shareholders at the closing of a Change of Control Transaction (after deduction of amounts paid as liquidation preference to the shareholders of Chemomab on account of their investment in Chemomab , if any), but in any event not more than USD 3,000 thousand. B.Chemomab partially financed its research and development expenditures under programs sponsored by the Israel Innovation Authority (“IIA”) for the support of certain research and development activities conducted in Israel. In return for the IIA’s participation, Chemomab is committed to pay royalties at rate of 3% of sales of the developed product (linked to U.S. dollar), up to 100% of the amount of grants received (100% plus interest at LIBOR). Chemomab did not receive any grants from the IIA in the years ended December 31, 2021, and 2020. Since Chemomab ’s incorporation through December 31, 2021 Chemomab received USD 1,227 thousand from the IIA, which were recognized as a reduction of research and development expenses. As of December 31, 2021, Chemomab has no commitment for royalties payable. In addition, the IIA may impose certain conditions to transfer technology or development out of Israel. C.In June 2015, Chemomab entered into a license agreement with subcontractor (“the Subcontractor”), under which the Subcontractor granted to Chemomab certain licenses to use proprietary rights of the subcontractor, materials and know how in the techniques and use of the same, for purposes of research and development of Chemomab 's product CM-101, as well as commercialization thereof. Further to the agreement, the Subcontractor also provides manufacturing services of intermediates and active pharmaceutical ingredients. According to the related manufacturing agreement, the manufacturing of the product is carried out by the Subcontractor in accordance with Chemomab's specifications and timeline. The total amount of the agreement is Euro 1,200 thousand (excluding materials), of which Euro 600 thousand was paid upon the commencement of the agreement and the remaining amount was paid upon the achievement of a predetermined milestone. In June 2021 and November 2021, Chemomab and the Subcontractor signed three additional agreements for additional manufacturing and final process lock of the product for clinical use, that adds a total amount of Euro 5,831 thousand (excluding materials). Under the agreement, Chemomab is also obligated to pay the Subcontractor royalties determined as a percentage of net sales of each licensee product. F - 16
Chemomab Therapeutics Ltd. and its subsidiaries
Notes to the Financial Statements as at December 31, 2021
Note 7 - Commitments and Contingent Liabilities (cont’d) C.(cont’d) During 2021 and 2020, Chemomab recorded expenses related to the above agreements in the amounts of USD 2,590 thousand and USD 1,177 thousand, respectively. The expenses were recorded under research and development expenses. D.In May 2020, Chemomab executed a lien bank deposit of NIS 170 thousand (approximately USD 49 thousand) for the benefit of securing the lease payments under the lease agreement described in Note 6 (the "2020 Lien"). As of December 31, 2021 the bank restricted deposit amount was USD 55 thousand. In 2022, the 2020 Lien was canceled and Chemomab executed a substitute lien bank deposit of NIS 269 thousand (approximately USD 86 thousand) for the benefit of securing the lease payments under the Amendment to the lease agreement described in Note 6.

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- Definition The entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -URI http://asc.fasb.org/topic&trid=2144648 + Details
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