Quarterly report pursuant to Section 13 or 15(d)

Animal Health License Agreements

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Animal Health License Agreements
9 Months Ended
Sep. 30, 2015
Animal Health License Agreements [Abstract]  
Animal Health License Agreements

Note 7.  Animal Health License Agreements: 

 

Effective May 1, 2004 Washington University in St. Louis ("WU") and Venaxis entered into an Exclusive License Agreement (the "WU License Agreement") which grants Venaxis exclusive license and right to sublicense WU's technology (as defined under the WU License Agreement) for veterinary products worldwide, except where such products are prohibited under U.S. laws for export. The term of the WU License Agreement continues until the expiration of the last of WU's patents (as defined in the WU License Agreement) expire.  Venaxis has agreed to pay minimum annual royalties of  $20,000 annually during the term of the WU License Agreement and such amounts are creditable against future royalties.  Royalties payable to WU under the WU License Agreement for covered product sales by Venaxis carry a mid-single digit royalty rate and for sublicense fees received by Venaxis carry a low double-digit royalty rate.  The WU License Agreement contains customary terms for confidentiality, prosecution and infringement provisions for licensed patents, publication rights, indemnification and insurance coverage.  The WU License Agreement is cancelable by Venaxis with ninety days advance notice at any time and by WU with sixty days advance notice if Venaxis materially breaches the WU License Agreement and fails to cure such breach.

 

In July 2012, the Company entered into an Exclusive License Agreement (the "License Agreement") with Ceva Santé Animale S.A. ("Licensee"), under which the Company granted the Licensee an exclusive royalty-bearing license, until December 31, 2028, to the Company's intellectual property and other assets, including patent rights and know-how, relating to recombinant single chain reproductive hormone technology for use in non-human mammals (the "Company's Animal Health Assets"). The License Agreement is subject to termination by the Licensee (a) for convenience on 180 days prior written notice, (b) in the Licensee's discretion in the event of a sale or other disposal of the Company's animal health assets, (c) in the Licensee's discretion upon a change in control of the Company, (d) for a material breach of the License Agreement by the Company; or (e) in the Licensee's discretion, if the Company becomes insolvent.  The License Agreement is also terminable by the Company if there is a material breach of the License Agreement by the Licensee, or if the Licensee challenges the Company's ownership of designated intellectual property.  The License Agreement includes a sublicense of the technology licensed to the Company by WU. Under the terms of the WU License Agreement, a portion of license fees and royalties Venaxis receives from sublicensing agreements will be paid to WU. The obligation for such license fees due to WU are included in accrued expenses on the accompanying balance sheet when they are due. No fees were due at September 30, 2015.

 

Under the License Agreement, the Licensee obtained a worldwide exclusive license to develop, seek regulatory approval for and offer to sell, market, distribute, import and export luteinizing hormone ("LH") and/or follicle-stimulating hormone ("FSH") products for bovine (cattle), equine and swine in the field of the assistance and facilitation of reproduction in bovine, equine and swine animals.  The Company also granted the Licensee an option and right of first refusal to develop additional animal health products outside of the licensed field of use or any diagnostic pregnancy detection tests for non-human mammals.

 

Under the License Agreement as of September 30, 2015, the following future milestone payments are provided, assuming future milestones are successfully achieved:

 

  • Milestone payments, totaling up to a potential of $1.1 million in the aggregate, based on the satisfactory conclusion of milestones as defined in the License Agreement;
  • Potential for milestone payments of up to an additional $2 million for development and receipt of regulatory approval for additional licensed products; and
  • Royalties, at low double digit rates, based on sales of licensed products.

 

Revenue recognition related to the License Agreement and WU License Agreement is based primarily on the Company's consideration of ASC 808-10-45, "Accounting for Collaborative Arrangements".  For financial reporting purposes, the license fees and milestone payments received from the applicable license agreement, net of the amounts due to third parties, including WU, have been recorded as deferred revenue and are amortized over the term of the applicable license agreement.  License fees and milestone revenue totaling a net of approximately $1,500,000 commenced being amortized into income upon the July 2012 date of milestone achievement. As of September 30, 2015, deferred revenue of $96,698 has been classified as a current liability and $1,186,189 has been classified as a long-term liability. The current liability represents the next twelve months' portion of the amortizable milestone revenue. During the nine months ended September 30, 2015 and 2014, $72, 524 and $71,524, respectively was recorded as the amortized license fee revenue arising from the Ceva License Agreement. During the three months ended September 30, 2015 and 2014, $24,175 and $24,175, respectively was recorded as the amortized license fee revenue arising from the Ceva License Agreement.

 

A tabular summary of the revenue categories and cumulative amounts of revenue recognition associated with the License Agreement follows:

 

Category

Totals

 

License fees and milestone amounts paid/achieved

$ 1,920,000  

Third party obligations recorded, including WU

  (363,700 )

Deferred revenue balance

  1,556,300  

Revenue amortization to September 30, 2015

    (273,413 )
         

Net deferred revenue balance at September 30, 2015

  $ 1,282,887  

Commencement of license fees revenue recognition

 


Upon signing or receipt  

 

 

 

Commencement of milestone revenue recognition

 


 Upon milestone achievement over then remaining life

 

 

 

Original amortization period

 


 197 months