Related Party Transactions | 8. Related Party Transactions: Transition Services Agreement Effective April 24, 2015, the Company entered into a three-year transition services agreement (the “TSA”) with Kadmon, which is a minority shareholder of the Company, whereby Kadmon would provide office and laboratory facilities as well as certain other personnel support activities to the Company. Under the agreement, the Company was charged for (i) rent based upon the square footage of the office and laboratory facilities used by the Company (ii) other personnel support activities based upon the hours of the personnel providing the support activities, and (iii) and other direct costs incurred by Kadmon on behalf of the Company, plus a 7% administrative fee. The TSA terminated on April 24, 2018 and the Company is currently leasing office space on a month to month basis from Kadmon. During the three-month periods ended September 30, 2018 and 2017, the Company incurred the following charges from Kadmon, which are included in loss from operations: 2018 2017 Rent $ 140,805 $ 136,353 Personnel — 5,202 Other — 41 Total charges incurred $ 140,805 $ 141,596 During the nine-month periods ended September 30, 2018 and 2017, the Company incurred the following charges from Kadmon, which are included in loss from operations: 2018 2017 Rent $ 416,479 $ 411,877 Personnel 6,493 30,480 Other — 5,247 Total charges incurred $ 422,972 $ 447,604 During the three-month periods ended September 30, 2018 and 2017, the Company made cash payments totaling $140,954 and $0, respectively, to Kadmon. During the nine-month periods ended September 30, 2018 and 2017, the Company made cash payments totaling $1,284,258 and $275,941, respectively, to Kadmon. The amount due to Kadmon at September 30, 2018 and December 31, 2017 is $0 and $861,030, respectively and is disclosed as Due to Kadmon on the Company’s condensed consolidated balance sheets. Research Agreement Effective October 23, 2016, the Company entered into a four-year master services agreement with UCL Consultants Limited, an entity affiliated with University College of London (“UCL”), which is a shareholder of the Company. Pursuant to the agreement, UCL Consultants Limited provides pre-clinical Total research and development expenses under this agreement for the three-month periods ended September 30, 2018 and 2017 were approximately $137,000 and $112,000, respectively. Total research and development expenses under this agreement for the nine-month periods ended September 30, 2018 and 2017 was approximately $509,000 and $334,000, respectively. Future obligations, under the agreement equal £695,321, or approximately $905,934, through October 2020. The amount due to UCL under the master services agreement at September 30, 2018 and December 31, 2017 is $484,408 and $775,315, respectively, and is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. Manufacturing Agreement Effective September 1, 2016, the Company entered into a manufacturing and drug supply agreement with UCL. Pursuant to the agreement, UCL manufactured materials for the Company’s clinical trials under the direction of the Company. Either party could terminate the agreement by giving 30 days written notice. The agreement was terminated in January 2018. Total research and development expenses under this agreement for the three-month periods ended September 30, 2018 and 2017 was approximately $0 and $567,150, respectively. Total research and development expenses under this agreement for the nine-month periods ended September 30, 2018 and 2017 was approximately $0 and $1,609,668, respectively. The amount due to UCL under the manufacturing and drug supply agreement at September 30, 2018 and December 31, 2017 is $0 and $2,466,142, respectively, and is included in accrued expenses in the condensed consolidated balance sheet. License Agreement Effective March 15, 2018, the Company entered into an exclusive worldwide license agreement with UCL Business, PLC (“UCL Business”), to develop up to eight programs using certain ocular gene therapy technology. Under the terms of the agreement, the Company has agreed to pay UCL Business certain sales milestone payments, if achieved, in the aggregate amount of £39.8 million, or approximately $51.9 million using the exchange rate at September 30, 2018, and royalties on net sales, as defined upon commercialization. Additionally, the Company is responsible for all patent prosecution and maintenance costs incurred and has also agreed to pay UCL Business an annual maintenance fee of £50,000, or approximately $66,000, until the first commercial sale of a product. The agreement will terminate upon the later of (i) the last valid claim in a relevant product, (ii) the expiration of regulatory exclusivity to all licensed products, or (iii) the 10 th The Company did not incur any research and development expenses under the agreement during the three-month and nine-month periods ended September 30, 2018 and 2017. Leases December 2016 Lease Effective December 15, 2016, the Company entered into a non-cancellable Total rent expense under this operating lease was $0 and $390,903 for the three-month periods ended September 30, 2018 and 2017, respectively. Total rent expense under this operating lease was $0 and $1,172,709 for the nine-month periods ended September 30, 2018 and 2017, respectively. On October 26, 2017, in connection with the amendment to the lease, the Company issued a promissory note in the amount of $1,442,009 to ARE. The note accrued interest at the rate of 5% per annum and was due on December 31, 2018. However, if the Company had sufficient liquidity, as defined in the note, then the note, including accrued interest, would become due and payable at that time. In accordance with the sufficient liquidity provision, the Company repaid the note, plus accrued interest, in the aggregate amount of $1,472,433 during the three-month period ended March 31, 2018. The Company recorded interest expense of $0 and $30,424 for the three-month and nine-month periods ended September 30, 2018. July 2016 Lease Effective July 1, 2016, the Company entered into a non-cancellable Total rent expense under this operating lease was $121,888 and $121,889 for the three-month periods ended September 30, 2018 and 2017, respectively. Total rent expense under this operating lease was $365,668 and $365,669 for the nine-month periods ended September 30, 2018 and 2017, respectively. As of September 30, 2018, the aggregate future minimum rental payments under this lease are $1,795,570. In connection with the signing of this lease, the Company entered into a standby letter of credit agreement for $122,866, which serves as a security deposit for the premises. The standby letter of credit expires on July 7, 2017 and is automatically renewed annually through July 7, 2021. This standby letter of credit is secured with restricted cash in a money market account. The aggregate future minimum rental payments under this lease are as follow: 2018 $ 131,618 2019 535,683 2020 554,432 2021 573,837 Total future rent payments $ 1,795,570 |