Note 4 - Commitments and Contingencies | Note 4 Commitments and Contingencies Canna-Pet License Agreement In July, 2014, through our wholly-owned subsidiary, Peak BioPharma Corp., we entered into a License Agreement (the License Agreement) with a Washington limited liability corporation (Licensor), which owns the brand name Canna-Pet and certain related intellectual property including, but not limited to, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists, trade secrets and know-how, and other related intellectual property (collectively, the Licensed Intellectual Property), used by Licensor in the conduct of its business related to the production and sale of medical products made from industrial hemp which are intended exclusively for consumption by pets. Pursuant to the License Agreement, Licensor granted to us a perpetual, exclusive, world-wide license to use the Licensed Intellectual Property in conjunction with our business and the production and sale of medical products made from industrial hemp as well as the right to sublicense the Licensed Intellectual Property to third parties. The License Agreement gives us the right to produce and sell existing products utilizing the Licensed Intellectual Property and to develop new products, jointly with Licensor or otherwise, based upon the Licensed Intellectual Property. The License Agreement provides us with an immediate revenue source and access to Licensors customer base. During the term of the license, all intellectual property rights in and to the Licensed Intellectual Property remain the exclusive property of Licensor. In consideration of the grant of the license, we have agreed to pay Licensor license fees in the form of royalty payments calculated on the basis of gross proceeds received by us from sales of products manufactured, marketed or sold by us utilizing the Licensed Intellectual Property or any subsequently developed intellectual property which is jointly owned by us and Licensor. The royalty will be calculated and paid by us on a quarterly basis using calendar quarters ending March 31, June 30, September 30, and December 31 each year and will be equal to fifteen percent (15%) of the first $1,000,000 of gross proceeds received by us during the quarter and ten percent (10%) on gross proceeds in excess of $1,000,000 received by us during the quarter. On or before the date, which is 45 days following the end of each calendar quarter, we will calculate the amount of the royalty due to Licensor for that quarter and will make payment in full of such amount to Licensor. For purposes of calculating the amount of royalty due for each quarter, gross proceeds will not include amounts received by us as payments for any and all taxes, duties, governmental charges, sales expenses, freight or shipping charges, and the like. Commencing in 2015, we have agreed to pay Licensor a guaranteed minimum royalty amounts based upon the gross proceeds received by us from the sale of products (the License Based Products) utilizing the Licensed Intellectual Property or subsequently developed jointly owned intellectual property. The guaranteed minimum royalty payments are as follows: Time Period Minimum Annual License Fee January 1, 2015 through December 31, 2015 Calculated based on gross proceeds equal to twice the verifiable sales of License Based Products for the calendar year ended December 31, 2014, with royalties equal to 15% on gross proceeds of up to $4,000,000 for the year and 10% on gross proceeds in excess of $4,000,000. January 1, 2016 through December 31, 2016 Calculated based on gross proceeds equal to 115% of the amount of gross proceeds used to calculate the minimum royalty for the prior calendar year ended December 31. January 1, 2017 through December 31, 2017 Calculated based on gross proceeds equal to 115% of the amount of gross proceeds used to calculate the minimum royalty for the prior calendar year ended December 31. January 1, 2018 through December 31, 2018 Calculated based on gross proceeds equal to 115% of the amount of gross proceeds used to calculate the minimum royalty for the prior calendar year ended December 31. January 1, 2019 through December 31, 2019 Calculated based on gross proceeds equal to 115% of the amount of gross proceeds used to calculate the minimum royalty for the prior calendar year ended December 31. January 1, 2020 through December 31, 2020, and all succeeding years The minimum annual royalty payment for the calendar year beginning January 1, 2020 and for all subsequent calendar years will be equal to the minimum annual royalty payment calculated for the calendar year ended December 31, 2019. All royalty payments made by us during any calendar year will be credited against the minimum annual royalty amounts due and payable by us for such year. In the event that the aggregate amount of royalties payable by us for any calendar year are not sufficient to satisfy our minimum annual royalty payment obligation for that year, we will be obligated to pay the unpaid balance of the minimum royalty amount to Licensor on or before February 28 of the following year Royalty expense for the three and nine month periods ended June 30, 2015 were $42,805 and $100,149, respectively, and are included in general and administrative expenses and accrued liabilities. Non-cancelable Operating Lease We lease office and lab space under non-cancelable operating lease, which expires August 31, 2015. There are no automatic extension periods in the lease. The aggregate minimum requirements under non-cancelable leases as of June 30, 2015 are as follows: Years ending September 30, 2015 $ 5,820 Rent expense was $5,820 and $190 for the three months ended June 30, 2015 and 2014, respectively, and $17,971 and $4,190 for the nine months ended June 30, 2015 and 2014, respectively. Accounts payable insurance relates to committed payments for the purchase of insurance. The amount of the insurance policy was $60,000 and the original payable was $48,000, bears interest at the rate of 6.5% per annum, and has monthly payments of $4,944 through September, 2015. |