Commitments and Contingencies | 14. Commitments and Contingencies The Company has entered into research and development agreements with third-parties for the development of oncology products and technologies. According to these agreements, the Company typically funds the development of such assets and potentially makes development-based milestone payments, and royalty and sales-based milestone payments based on net sales should the product candidates be approved for marketing. The timing and the amount of milestone and royalty payments in the future are not certain. The Company has also entered into license agreements, including ones with licenses to certain intellectual property rights, in the field of oncology and other indications. The Company is generally required to make upfront payments as well as other payments upon successful completion of preclinical, clinical, regulatory or sales milestones, should such milestones occur. In addition, these agreements generally would require the Company to pay royalties on sales of the products arising from these agreements, should a product candidate under the license agreement receive regulatory approval. These agreements generally permit the Company to terminate the agreement with no significant continuing obligation. Under the Company’s research and development and/or license agreements, if the Company were to achieve certain milestones, primarily late stage clinical trial events, marketing approval, and sales, the Company could be required to pay up to a total of $112.9 million in future periods. As of September 30, 2017, the Company has paid or accrued $5.6 million in payments pursuant to such agreements. If a product candidate under such agreements were to receive marketing approval, royalty payments, largely single digit, are payable on commercial sales of certain products. The Company has committed to make potential future milestone and royalty payments to third-parties as part of its research and development and licensing agreements. Payments generally become due and payable only upon the achievement of certain developmental, regulatory and/or commercial milestones. Because the achievement of these milestones is neither guaranteed nor reasonably estimable, the Company has not recorded a liability on its balance sheet for any such contingencies. Contractual Agreements In February 2013, the Company entered into a bioprocessing services agreement with a vendor for approximately $2.9 million if all services are performed under the contract. As of December 31, 2014, the contract services were performed on the initial work order and had been paid by the Company. During 2014 through 2017, the Company entered into new work order agreements with this vendor totaling approximately $20.4 million, with services to be rendered on these agreements through 2018. The Company has received and paid for services relating to these agreements in the amount of $10.0 million. The Company has agreements in place with contract research organizations, or CROs, in connection with its clinical programs. The Company’s total expenditures in the future would be approximately $6.1 million assuming the successful advancement of its programs. Lease Agreement In July 2013, the Company entered into a leasing agreement with respect to its corporate offices at 750 Lexington Avenue, New York, New York, for a monthly rent of $50,625. The term of this lease agreement was 36 months. In February 2016, the Company entered into a leasing agreement with respect to its corporate offices at 750 Lexington Avenue, New York, New York, for a monthly rent of $69,750 and a 42-month term. The term of this lease agreement commenced on July 1, 2016 and is set to expire on December 31, 2019. The aggregate minimum lease commitment over the 42-month term of the lease is approximately $2.7 million. The Company has provided the landlord with a security deposit equal to three months rent, totaling $209,250. The Company’s future annual minimum lease payments for each of the following calendar years are as follows: Remainder of 2017 $ 2018 2019 Total minimum payments $ Rent expense charged to operations was $598,175 and $533,305 for the nine-month periods ended September 30, 2017 and 2016, respectively. Rent expense is included in general and administrative expenses in the Company’s Statements of Operations. Contingencies On February 3, 2017, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against Stemline, its Chief Executive Officer, and its Chief Accounting Officer, alleging violations of the Exchange Act and Rule 10b-5 promulgated thereunder during the period from January 19, 2017 through February 1, 2017, as well as violations of Section 11 and 15 of the Securities Act of 1933 (the “1933 Act”) arising from the Company’s January 2017 follow-on public offering. On February 3, 2017, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against Stemline, its Chief Executive Officer, and its Chief Accounting Officer, alleging violations of the Exchange Act and Rule 10b-5 promulgated thereunder during the period from January 19, 2017 and February 1, 2017. On February 8, 2017, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against Stemline, its Chief Executive Officer, and its Chief Accounting Officer, alleging violations of the Exchange Act and Rule 10b-5 promulgated thereunder during the period from January 19, 2017 through February 1, 2017, as well as violations of 1933 Act arising from the Company’s January 2017 follow-on public offering. On February 10, 2017, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against Stemline, its Chief Executive Officer, and its Chief Operating Officer, alleging violations of the Exchange Act and Rule 10b-5 promulgated thereunder during the period from January 6, 2017 through February 1, 2017. Each of the above lawsuits is premised upon allegations that the defendants made false and misleading statements and/or omissions by failing to earlier disclose that a cancer patient in a Stemline clinical trial of SL-401 who experienced the side effect of capillary leak syndrome, or CLS, died on January 18, 2017. Additionally, the complaint alleges that, as a result of the foregoing, certain of the defendants’ statements about Stemline’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis. In April 2017, the United States District Court for the Southern District of New York consolidated these four shareholder actions into a single action, and appointed three purported individual investors in the Company as Lead Plaintiff to represent the proposed class. This class appointed Pomerantz LLP and the Rosen Law Firm as Co-Lead Counsel. On June 26, 2017, Lead Plaintiffs filed an amended complaint in the consolidated action, naming as defendants, the Company, its directors, certain of its officers, and Jefferies LLC, and alleging violations of the Exchange Act and Rule 10b-5 promulgated thereunder during the period from January 20, 2017 through February 1, 2017, as well as violations of the 1933 Act arising from the Company’s January 2017 follow-on public offering. On May 2, 2017, a shareholder derivative litigation was filed in New York Supreme Court in New York County against all of the Company’s directors and certain of its officers in litigation captioned Hancock v. Bergstein . The Company is named only as a nominal defendant. The suit alleges that the officers and directors breached their fiduciary duties to the Company, unjustly enriched themselves, wasted corporate assets, abused their control, and grossly mismanaged the Company. The claims are based on allegations that the defendants engaged in improper conduct by failing to disclose in connection with its follow-on public offering of stock on January 20, 2017, that a cancer patient in a Stemline clinical trial died on January 18, 2017. It is alleged that the non-disclosure of that adverse event in the follow-on public offering has lead the Company to incur losses, including defense and investigation costs, and allowed the defendants to reap substantial financial rewards in the form of bonuses and other compensation. The Company intends to vigorously defend against these actions. However, there is no assurance that the Company will be successful in its defense or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of the actions. The Company is unable to predict the outcome or reasonably estimate a range of possible loss at this time. The Company is obligated to indemnify its officers and directors against all reasonable costs and expenses related to stockholder and other claims pertaining to actions taken in their capacity as officers and directors which are not covered by the Company’s directors and officer’s insurance policy. These indemnification obligations are in the regular course of business and in most cases do not include a limit on maximum potential future payments, nor are there any recourse provisions or collateral that may offset the cost. |