Annual report pursuant to Section 13 and 15(d)

AGREEMENTS

v3.8.0.1
AGREEMENTS
12 Months Ended
Dec. 31, 2017
Collaborative And License Arrangement Disclosure [Abstract]  
Collaborative And License Arrangement Disclosure [Text Block]
6. AGREEMENTS
 
2017 Material Transfer Agreement with Onconova
 
On September 18, 2017, the Company entered into an arrangement (the “Onconova MTA”) with Onconova Therapeutics, Inc. (“Onconova”). Under this arrangement, Onconova will provide a selection of its proprietary compounds to the Company. The Company will use its proprietary technology to perform research studies on such compounds with the goal of developing new conjugates. The Company agrees to perform the studies within 24 months. The Company granted to Onconova an exclusive option to acquire from the Company a royalty-bearing license with respect to each conjugate developed. In the event an executed license agreement for a particular conjugate is not obtained, then Onconova’s exclusive option shall terminate with respect to such conjugate.
 
2017 Material Transfer Agreement with Avicenna
 
On July 9, 2017 the Company entered into an arrangement (the “Avicenna MTA”) with Avicenna Oncology GMBH (“Avicenna”). Under this arrangement, Avicenna will provide a selection of its proprietary toxins to the Company. The Company will use its proprietary conjugation capabilities to proceed with the conjugation in order to obtain PDCs. The Company will process various in vitro and in cellulo screening against such PDCs to develop new conjugates. The Company granted to Avicenna an exclusive option to acquire an exclusive license to the Company’s intellectual property with respect to each conjugate developed. In the event the parties cannot reach agreement on the terms of a definitive agreement despite good faith negotiations, Avicenna’s exclusive option shall terminate as to such conjugate. Avicenna also granted to the Company an exclusive option to acquire an exclusive license to Avicenna’s intellectual property with respect to Avicenna’s material. In the event the parties cannot reach agreement on the terms of a definitive agreement despite good faith negotiations, the Company’s exclusive option shall terminate as to such material of Avicenna.
 
2015 Material Transfer Arrangement with Pierre Fabre
 
On December 14, 2015 the Company entered into an arrangement (the “MTA”) with Institut de Recherche Pierre Fabre (“IRPF”). Under this arrangement, IRPF will provide a selection of its proprietary cytotoxics to the Company for use in an in vivo proof-of-concept study to evaluate the potential to create new drug conjugates (“NDCs”) in combination with the Company’s proprietary Phospholipid Drug Conjugate platform technology. The Company will own all intellectual property associated with the NDCs developed as part of the research collaboration. If the Company decides to further develop any of the NDCs for pre-clinical studies, the Company will enter into good faith discussions with IRPF to acquire an option to in-license the IRPF Materials. In the event that the Company proposes to enter into a business relationship with a third party for advancement of the NDCs, the Company will grant IRPF a right of first refusal to enter into the same business relationship, which will be exercisable by IRPF within 60 days. In the event that the Company does not choose to further develop the NDCs for preclinical studies, and IRPF desires to do so within four years following expiration of this arrangement, the Company and IRPF will enter into good faith business discussions relating to IRPF’s use of the results of the study and certain of the Company’s proprietary technologies relating to the IRPF Materials. The Company has agreed to perform the study by June 15, 2018 and the Company’s obligation to grant a right of first refusal will continue for four years following the date on which the Company provides the results of the study to IRPF.
 
2003 License Agreement with the University of Michigan
 
In September 2003, Cellectar, Inc. entered into an exclusive license agreement (the “U. Mich. License”) with the Regents of the University of Michigan, (“U. Mich.”) for the development, manufacture and marketing of products under several composition-of-matter patents in North America that expired in December 2016, at which point the U. Mich. License expired.  The Company was responsible for an annual license fee of $10,000 and was required to pay costs associated with the maintenance of the patents covered by the U. Mich. License.  The Company made all payments as they became due, there were no defaults under the U. Mich. License, nor was the Company notified of a default by U. Mich.
 
The Company did not incur any expenses for the reimbursement of patent maintenance fees to U. Mich. during the years ended December 31, 2017 and 2016.