XML 36 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and contingencies
 3 Months Ended
Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies
6.
Commitments and contingencies
 
 
 
Less than
1 year
 
1 - 3
years
 
Total
 
LifeSci Advisors, LLC
 
$
25
 
$
-
 
$
25
 
Advantar Laboratories, Inc.
 
 
42
 
 
-
 
 
42
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
67
 
$
-
 
$
67
 
 
LifeSci Advisors, LLC.
 
The Company has a service agreement with LifeSci Advisors, LLC under which it is required to make several payments over the course of the agreement. LifeSci Advisors, LLC services include, but are not limited to, an investor meeting program and creating a key message platform.
Advantar Laboratories, Inc.
 
On March 24, 2014, Advantar Laboratories, Inc. was engaged to develop a stability indicating HPLC test method for the determination of assay and impurities in Adherex’s sodium thiosulfate drug product, and; perform qualifications testing to demonstrate the method’s accuracy, precision, linearity and LOD/LOQ. The agreement calls for various payments associated with defined deliverables over the course of one year from the contract’s initiation date. Total fees associated with development of method and documentation is $42. Agreement will automatically extend for one year without written notification by the project Sponsor and Advantar.
 
Oregon Health & Science University Agreement
 
On February 20, 2013, Adherex terminated the previous exclusive license agreement with OHSU and Oxiquant a wholly owned subsidiary of Adherex, dated September 26, 2002 (the "Previous OHSU Agreement"). Pursuant to the Previous OHSU Agreement, OHSU granted Oxiquant an exclusive worldwide license to intellectual property directed to thiol-based compounds including Sodium Thiosulfate (“STS") and their use in oncology. In consideration, OHSU was issued 13,902 shares of common stock of Oxiquant that were subsequently converted upon the acquisition of Oxiquant into 21,250 shares of Adherex common stock, and warrants to purchase shares of Adherex common stock that subsequently expired in 2007.
 
On February 20, 2013, Adherex entered into a new exclusive license agreement with Oregon Health & Science University (“OHSU”) for exclusive worldwide license rights to intellectual property directed to thiol-based compounds, including STS and their use in oncology (the "New OHSU Agreement"). OHSU will receive certain milestone payments, a 2.5 percent royalty on net sales for licensed products which can be reduced to 1.0 percent upon a $150 buy down and a 5 percent royalty on any consideration received from sublicensing of the licensed technology. Milestone payment fees payable to OHSU include $100 upon first commercial sale for any licensed product.
 
The term of the New OHSU Agreement expires on the date of the last to expire claim(s) covered in the patents licensed to Adherex, unless earlier terminated as provided in the agreement. STS is currently protected by methods of use patents that the Company exclusively licensed from OHSU that expire in Europe in 2021 and are currently pending in the United States. The New OHSU Agreement is terminable by either Adherex or OHSU in the event of a material breach of the agreement by either party after 45 days prior written notice. Adherex also has the right to terminate the New OHSU Agreement at any time upon 60 days prior written notice and payment of all fees due to OHSU under the New OHSU Agreement.
 
In the event of his termination with us other than for cause, the Company will pay CEO, Rostislav Raykov, severance compensation equal to 12 months of salary, ($160).