COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Aug. 31, 2014 |
COMMITMENTS AND CONTINGENT LIABILITIES [Text Block] | ' |
|
NOTE 3 – COMMITMENTS AND CONTINGENT LIABILITIES |
|
a. | Tel Hashomer - Medical Research, Infrastructure and Services Ltd. | | |
|
On February 2, 2012, the Company’s Israeli subsidiary, Orgenesis Ltd. (the “Israeli Subsidiary”), entered into a licensing agreement with Tel Hashomer - Medical Research, Infrastructure and Services Ltd (the “Licensor”). According to the agreement, the Israeli Subsidiary was granted a worldwide royalty bearing an exclusive license to certain information regarding a molecular and cellular approach directed at converting liver cells into functional insulin producing cells as a treatment for diabetes. |
|
As consideration for the licensed information, the Israeli Subsidiary will pay the following to the Licensor: |
|
| 1) | A royalty of 3.5% of net sales; | |
|
|
|
| 2) | 16% of all sublicensing fees received; | |
| 3) | An annual license fee of $15,000, which commenced on January 1, 2012 and shall be paid once every year thereafter (the “Annual Fee”). The Annual Fee is non-refundable, but it shall be credited each year due, against the royalty noted above, to the extent that such are payable, during that year; and | |
| 4) | Milestone payments as follows: | |
|
| a) | $50,000 on the date of initiation of phase I clinical trials in human subjects; | |
| b) | $50,000 on the date of initiation of phase II clinical trials in human subjects; | |
| c) | $150,000 on the date of initiation of phase III clinical trials in human subjects; and | |
| d) | $750,000 on the date of initiation of issuance of an approval for marketing of the first product by the FDA. | |
| e) | $2,000,000, when worldwide net sales of Products have reached the amount of $150,000,000 for the first time, (The “Sales Milestone”). | |
|
As of August 31, 2014 the Company has not reached any of these milestones. |
|
In the event of closing of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary and/or consolidation of the Israeli Subsidiary or the Company into or with another corporation (“Exit”), the Licensor shall be entitled to choose whether to receive from the Company a one-time payment based, as applicable, on the value of either 5,563,809 shares of common stock of the Company at the time of the Exit or the value of 1,000 shares of common stock of the Israeli Subsidiary at the time of the Exit. |
|
On March 22, 2012, the Israeli Subsidiary entered into a research service agreement with the Licensor. According to the agreement, the Licensor will perform a study at the facilities and use the equipment and personnel of the Chaim Sheba Medical Center (the “Hospital”), for the consideration of approximately $74,000 for a year. On May 1, 2013, the Israeli Subsidiary renewed the research agreement for an annual consideration of approximately $92,000, and on May 4, 2014, the Israeli Subsidiary renewed the research agreement for an annual consideration of approximately $114,000. |
|
b. | Mintz, Levin, Ferris, Glovsky and Popeo, P.C. | | |
|
On February 2, 2012, the Company entered into an agreement with its patent attorneys, Mintz, Levin, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”) for professional services related to patent registration. In addition to an amount of $80,000 paid to Mintz Levin, the Company issued 1,390,952 shares of common stock that will be held in escrow for two years. As a result of the escrow, the fair value of these shares issued for services were $509,622 based on a 34.57% discount calculated on the price per share on February 2, 2012. The Company will pay additional $50,000 upon consummation of the earlier of: |
|
| 1) | The purchase of all the Company’s common stock and/or amalgamation of the Company or its subsidiary into or with another corporation. | |
| 2) | The Company sublicensing the technology to a non-affiliate of the Company. | |
| 3) | $20,000 upon each of the following milestones (but in any event no more than $50,000 in total): | |
|
| a) | Initiation by the Company of phase I clinical trials for the Company’s product in human subjects. | |
| b) | Initiation by the Company of phase II clinical trials in human subjects. | |
| c) | Initiation by the Company of phase III clinical trials in human subjects. | |
|
As of August 31, 2014, the Company has not reached any of these milestones. |
|
On March 27, 2013, the Company signed an agreement with Mintz Levin in which 16% of its fees will be converted to shares of common stock of the Company at market price. On July 14, 2014, $13,395 of fees incurred were converted into 25,759 shares of common stock. |
|
c. | Pall Life Science Belgium BVBA | | |
|
On May 6, 2013, the Israeli Subsidiary entered into a Process Development Agreement with Pall Life Science Belgium BVBA (formerly ATMI BVBA), a Belgian Company which is a wholly-owned subsidiary of Pall Corporation (“Pall”), a U.S. publicly traded company. According to the agreement, Pall will provide services in cell research. The Company will use Pall’s unique technology while the Company will provide to Pall the required materials for purpose of the study. According to the agreement, the Company will pay per achieved phase, as defined in the agreement, with a total consideration of Euro 606,500 for all services. As of August 31, 2014, the Company received services in total value of Euro 360,315. |
|
d. | Aspen Agency Limited | | |
|
On April 3, 2014, the Company entered into a consulting agreement with Aspen Agency Limited, a Hong Kong corporation (“Aspen”), pursuant to which Aspen has agreed to provide investment banking, investor relations and business development services to the Company. In consideration for Aspen’s services, the Company has agreed to issue to Aspen 3,000,000 stock options to acquire shares of the Company’s common stock at an exercise price of $0.52 per share, for a period of three years. The options will be subject to vesting provisions as follows: |
|
| 1) | 1,000,000 options (the “First Tranche”) will vest as of the date of execution of the agreement; and | |
| 2) | In the event Aspen exercises all 1,000,000 vested First Tranche options during the first 12 months of the agreement, the “Second Tranche” of 2,000,000 options will vest. | |
|
The term of the consulting agreement is from April 3, 2014 and will run for an indefinite period unless terminated by either party providing 30 days written notice. |
|
The fair value of the First Tranche of the options was determined by using a Monte Carlo model. The fair value of the Second Tranche of the options was determined by using the Black-Scholes valuation model based on the projected values of the Company’s shares of common stock generated by the Monte Carlo simulation model with the following assumptions: |
|
Fair value of the Company’s shares of common stock: | $ | 0.51 | |
Expected life (years): | | 3-Jan | |
Expected stock price volatility: | | 100% | |
Risk free interest rate: | | 0.11 - 0.95% | |
Expected dividend yield: | | 0.00% | |
|
The fair value of $744,000 was recorded on April 3, 2014 as additional paid-in-capital in the balance sheet with a corresponding expense in general and administrative expenses. |
|
e. | MaSTherCell SA | | |
|
On July 3, 2014, the Company’s Belgian subsidiary, Orgenesis SPRL (the “Belgian Subsidiary”) entered into a service agreement with MaSTherCell SA, a company incorporated in Belgium (“MaSTherCell”), pursuant to which MaSTherCell will conduct certain clinical tests related to diabetes treatment research. The Belgian Subsidiary will pay MaSTherCell for its services Euro 962,500 with 30% payable upon the date of approval of the DGO6 grant (as defined in Note 5b) with the balance being invoiced monthly. Services will commence upon approval of the DG06. |
|
The term of the service agreement will run until all work is completed or by either party providing 30 days’ written notice of termination. |
|
f. | Maryland Technology Development Corporation | | |
|
On June 30, 2014, the Company’s subsidiary, Orgenesis Maryland, Inc., entered into a grant agreement with Maryland Technology Development Corporation (“TEDCO”). TEDCO was created by the Maryland State Legislature in 1998 to facilitate the transfer and commercialization of technology from Maryland’s research universities and federal labs into the marketplace and to assist in the creation and growth of technology-based businesses in all regions of the State. TEDCO is an independent organization that strives to be Maryland’s lead source for entrepreneurial business assistance and seed funding for the development of startup companies in Maryland’s innovation economy. TEDCO administers the Maryland Stem Cell Research Fund to promote State-funded stem cell research and cures through financial assistance to public and private entities within the State. Under the agreement, TEDCO has agreed to give the subsidiary an amount not to exceed $406,431 (the “Grant”). |
|
The Grant will be used solely to finance the costs to conduct the research project entitled “Autologous Insulin Producing (AIP) Cells for Diabetes” during a period of two years. On July 22, 2014, the subsidiary received an advance payment of $203,215 on account of the grant. Through August 31, 2014, an amount of $92,537 out of the $203,215 was spent. The amount of grant that was spent through August 31, 2014 was recorded as a deduction of research and development expenses in the statement of operations. The remaining $110,678 is presented on the balance sheet as of August 31, 2014 among current liabilities. |