Commitments and Contingencies | 7. Commitments and Contingencies Additional Consideration-NTI Acquisition In connection with the Company’s acquisition of NTI in May of 2020, the Company is obligated to pay the former sole shareholder of NTI contingent consideration based upon the exercise of certain of the Company’s outstanding warrants as follows: (i) twenty percent ( 20 0.75 0.90 45 1.00 The Company’s previously issued warrants carrying an exercise price of $0.75 expired by their terms and as a result, no additional consideration will be due to the former sole shareholder of NTI relating to these warrants During the three months ended March 31, 2021, 2,472,573 360,000 1.00 2,112,573 0.90 As a result of the warrant exercises in 2021, the Company paid $ 542,263 During the three months ended September 30, 2022, no warrants were exercised that resulted in the payment of additional consideration to the sole former shareholder of NTI. NIH License Through NTI, the Company is a party to a Patent License and Biological Materials License Agreement (the “NIH License Agreement” or “NIH License”), dated March 23, 2020, with the United States Department of Health and Human Services (the “HHS”), as represented by the National Institute of Allergy and Infectious Diseases (“NIAID”), an Institute within the National Institutes of Health (“NIH”). Under the terms of the NIH License Agreement, we hold a nonexclusive, worldwide license to certain specified patent rights (including patent applications, provisional patent applications and Patent Cooperation Treaty (“PCT”) patent applications) and biological materials relating to the use of pre-fusion coronavirus spike proteins to exploit products (“Licensed Products”) and practice processes (“Licensed Processes”) that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for SARS-CoV-2. Under the terms of the NIH License Agreement, the NIAID is entitled to receive a non-creditable, nonrefundable upfront license issue royalty of $ 30,000 11,739 The NIH License Agreement will expire upon (a) twenty ( 20 NRC License On July 26, 2021, the Company entered into a non-exclusive Technology License Agreement (the “NRC License Agreement”) with the National Research Council of Canada (“NRC”) pursuant to which the NRC grants to the Company a license to use NRC’s inventions, patents, trade secrets, know-how, copyright, biological material, designs, and/or technical information created by or on behalf of the NRC (the “NRC Technologies”) relating to the derivatives of CHO 2353 TM ”) As consideration for the grant of the license, the Company will pay to the NRC an annual (low five digits) license fee, with the initial portion of the fee covering the first three years of the license. Additionally, we will pay certain milestone payments (a) upon transfer of each Stable Cell listed in the Agreement and (b) with regard to each of the first three Products, (i) upon submission of the Investigational New Drug application (IND) related thereto, (ii) upon dosing the first patient in a Phase 1 or Phase 2 clinical trial, (iii) upon dosing the first patient in a Phase 3 clinical trial and (iv) upon first regulatory approval. Milestone payments range from the low five digits to high six digits. In addition, Oragenics will pay a low single-digit royalty to the NRC for the sale of Products, based on sales revenue, commencing after the first commercial sale. Pursuant to the NRC License Agreement, the NRC is required to bear the responsibility and pay the costs to obtain and maintain patents related to the NRC Technologies in the U.S., Canada, Brazil, European Union, Japan, South Korea, Singapore, Australia, China, and India, and the NRC shall use reasonable efforts to obtain and maintain those patents. Additional countries may be requested by us, in which event, the NRC will file and maintain such patents, at our expense. Pursuant to the NRC License Agreement, we are required to indemnify and hold the NRC and its employees and agents harmless from and against all liability and damages in connection with or arising out of all claims, demands, losses, damages, costs including solicitor and client costs, actions, suits or proceedings brought by any third party that are in any manner based upon, arising out of, related to, occasioned by, or attributable to the manufacturing, distribution, shipment, offering for sale, sale, or use of Products, services based on the NRC Technologies and product liability and infringement of intellectual property rights other than copyright, if any, licensed under the NRC License Agreement. Unless terminated earlier, the NRC License Agreement will terminate twenty (20) years from the effective date of the NRC License Agreement. Either party may terminate the NRC License Agreement, by giving written notice to the other party, if the other party defaults or is in breach of the NRC License Agreement, provided that if the defaulting party cures the breach within 60 days after the notice is given, the NRC License Agreement shall continue in full force and effect. The NRC may terminate the NRC License Agreement if the Company becomes bankrupt, or insolvent, or has a receiver appointed to continue its operations, or passes a resolution for winding up. The NRC License Agreement contains customary confidentiality obligations. In addition, in connection with the initiative to develop its vaccine, we also previously entered into a material transfer agreement with the NRC for SARS-CoV-2 trimeric spike protein Wuhan variant and SARS-CoV-2 trimeric spike protein South African variant to move forward with pre-clinical testing. Leases Lab Facility-Alachua. 12,870 13,338 Corporate Office – Tampa. 2,207 The lease period for the office space is for thirty-six months commencing on March 1, 2017 4,138 4,392 February 29, 2020 In November of 2019, the Company entered into an amendment for the Tampa facility for a term of three years beginning in March of 2020 4,524 4,800 In August of 2022, the Company entered into an amendment for the leased office space for corporate personnel located in Tampa, FL. The amended lease is for approximately 2,207 The lease period for the office space is for twelve months commencing on March 1, 2023 4,944 February 29, 2024 Supplemental balance sheet information related to leases is as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, 2022 December 31, 2021 Weighted Average Remaining Lease Term In Years Operating leases 1.97 2.45 Weighted Average Discount Rate Operating leases 5.77 % 5.70 % Maturities of operating lease liabilities are as follows: Schedule of Maturities of Operating Lease Liabilities Year ended December 31: 2022 $ 54,415 2023 219,093 2024 156,605 Total $ 430,113 Less: Imputed interest (23,547 ) Present value of lease liabilities $ 406,566 The cost component of operating leases is as follows: Schedule of Cost Component of Operating Lease For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Operating lease cost $ 171,388 $ 171,040 Short-term lease cost 2,138 1,159 Total lease cost $ 173,526 $ 172,199 Supplemental cash flow information related to operating leases is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Leases For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 176,165 $ 170,354 |