COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases and Sublease Agreements Facilities Annual Base Rent Lease Expiration Comments Occupied Locations Corporate Headquarters San Diego CA $2.2 million July 2024 Cambridge MA January 2018 Subleased space for less than one year Vacated Locations San Diego CA $0.5 million December 2017 Available for sublease New York NY $0.5 million November 2018 Sublet through expiration Research Collaboration and Licensing Agreements As part of the Company's research and development efforts, the Company enters into research collaboration and licensing agreements with unrelated companies, scientific collaborators, universities, and consultants. These agreements contain varying terms and provisions which include fees and milestones to be paid by the Company, services to be provided, and ownership rights to certain proprietary technology developed under the agreements. Some of these agreements contain provisions which require the Company to pay royalties, in the event the Company sells or licenses any proprietary products developed under the respective agreements. Contractual Commitments The following table summarizes our principal contractual commitments, excluding open orders that support normal operations, as of September 30, 2017 ( in thousands ): Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating leases $ 17,015 $ 2,326 $ 4,817 $ 5,010 $ 4,862 Guaranteed minimum royalty 13,500 2,000 4,000 4,000 3,500 Convertible note payable, including contractual interest 49,968 2,070 47,898 — — Sales support services 2,741 416 833 833 659 Product supply contracts 1,846 1,429 417 — — Purchase order commitments 387 350 37 — — $ 85,457 $ 8,591 $ 58,002 $ 9,843 $ 9,021 Legal Proceedings In January 2015, the Company received a subpoena relating to a criminal investigation by the U.S. Attorney for the Eastern District of New York. The subpoena requested information regarding, among other things, the Company’s relationship with Martin Shkreli, the Company’s former Chief Executive Officer, and individuals or entities that had been investors in investment funds previously managed by Mr. Shkreli. The Company was informed that it is not a target of the U.S. Attorney’s investigation, and cooperated with the investigation. On December 17, 2015, an indictment against Mr. Shkreli and the Company’s former outside counsel, Evan Greebel, was unsealed in the United States District Court for the Eastern District of New York. A superseding indictment reflecting additional charges was filed on June 3, 2016. The Company also cooperated with a parallel investigation by the U.S. Securities and Exchange Commission (the “SEC”). On December 17, 2015, the SEC filed a civil complaint against Mr. Shkreli, Mr. Greebel, MSMB Capital Management LLC, and MSMB Healthcare Management LLC in the United States District Court for the Eastern District of New York. In connection with these proceedings, Mr. Shkreli, as well as a number of other current and former directors, officers, and employees, sought advancement of their legal fees from the Company. Mr. Shkreli, in particular, claimed that the Company owed him in excess of $5 million in legal fees that he incurred defending these actions. The Company disputed its obligation to pay the amount in full. In November 2016, the Company and Mr. Shkreli entered into a binding term sheet with respect to a settlement under which the Company advanced $2.8 million in legal fees to Mr. Shkreli’s counsel, representing a portion of the existing legal fees related to these proceedings that Mr. Shkreli claimed should be advanced. The Company also advanced an additional $2 million in legal fees once the matter proceeded to trial. In June 2017, Mr. Shkreli’s trial commenced in the United States District Court for the Eastern District of New York. In August 2017, the trial was concluded with a conviction on several counts. Mr. Shkreli may appeal his conviction and has requested further advancement of legal fees in the event of an appeal. The Company has been reimbursed by its directors’ and officers’ insurance carriers for $3.3 million of the legal fees the Company has advanced to date. Pending the outcome of an appeal, if any, the insurance carriers have reserved their rights to assert that certain of the advanced funds pertain to claims excluded from coverage under the relevant insurance policy and are therefore recoverable by the carriers. As a result, the final amount of the reimbursement from the insurance carriers is not currently estimable. In addition, a portion of the legal fees the Company has advanced to Mr. Shkreli will be subject to reimbursement by Mr. Shkreli under Delaware law in the event it is ultimately determined that Mr. Shkreli is not entitled to be indemnified by the Company in these proceedings. On August 17, 2015, the Company filed a lawsuit in federal district court for the Southern District of New York against Mr. Shkreli, asserting that he breached his fiduciary duty of loyalty during his tenure as the Company’s Chief Executive Officer and a member of its Board of Directors (Retrophin, Inc. v. Shkreli, 15-CV-06451(NRB)). On August 19, 2015, Mr. Shkreli served a demand for JAMS arbitration on Retrophin, claiming that Retrophin had breached his December 2013 employment agreement. In response to Mr. Shkreli’s arbitration demand, the Company asserted counterclaims in the arbitration that are substantially similar to the claims it previously asserted in the federal lawsuit against Mr. Shkreli. The parties have selected an arbitration panel. On Mr. Shkreli’s application, and with the Company’s consent, the federal Court granted a stay of the federal lawsuit pending a determination by the arbitration panel whether the Company’s counterclaims would be litigated in the arbitration, as the Company is seeking. On April 22, 2016, the arbitration panel granted the parties’ request for a stay of the proceedings pending settlement discussions. In connection with these proceedings, Mr. Shkreli sought advancement of his legal fees from the Company relating to his defense of the Company’s claims against him. Mr. Shkreli claimed that he has to date incurred in excess of $2.8 million in fees, including fees incurred in negotiating with the Company over advancement. The Company disputed its obligation to pay the amount in full. In November 2016, the Company and Mr. Shkreli entered into a binding term sheet with respect to a settlement under which the significant majority of the existing legal fees related to these proceedings that Mr. Shkreli claimed should be advanced would be offset and satisfied by the $2.025 million judgment against Mr. Shkreli in the Donoghue v. Retrophin, Inc. case. The Company would also advance $0.4 million in legal fees to Mr. Shkreli’s counsel, a portion of which represented additional legal fees related to these proceedings that Mr. Shkreli claims should be advanced. In accordance with the Term Sheet, the Donoghue settlement was offset, and the Company paid the $0.4 million to Mr. Shkreli's counsel. The legal fees the Company has advanced will be subject to reimbursement by Mr. Shkreli under Delaware law in the event it is ultimately determined that Mr. Shkreli is not entitled to be indemnified by the Company in these proceedings. The Company will also be subject to additional obligations when the litigation resumes, as well as advancement obligations in the interim. For the year ended December 31, 2016, the Company recorded $5.2 million in expenses and paid $2.3 million under the settlement. For the three and nine months ended September 30, 2017, the Company recorded zero and $2.0 million , respectively, in expenses, and paid zero and $3.0 million , respectively, under the settlement. The Company received $0.7 million in reimbursement from its directors’ and officers’ insurance carriers during the year ended December 31, 2016, which is recorded as a gain in selling, general and administrative expenses within the Consolidated Statement of Operations and Comprehensive Income (Loss). Additionally, during the three and nine months ended September 30, 2017, the Company received $2.6 million in reimbursement from its directors’ and officers’ insurance carriers which is recorded as a liability on the Consolidated Balance Sheet pending the outcome of an appeal, if any. From time to time the Company is involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. |