Annual report pursuant to Section 13 and 15(d)

Note 11 - License and Collaboration Agreement With Related Party

v3.19.1
Note 11 - License and Collaboration Agreement With Related Party
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
11.
 
License and Collaboration Agreement with Related Party
 
On
September 27, 2018,
the Company entered into a license and collaboration agreement (the “License Agreement”) with Ahon Pharmaceutical Co Ltd. (“Ahon Pharma”), which grants Ahon Pharma exclusive rights to develop and commercialize
DM199
for acute ischemic stroke in mainland China, Taiwan, Hong Kong S.A.R. and Macau S.A.R. Under the terms of the agreement, the Company is entitled to receive a non-refundable upfront payment of
$500,000
due upon signing the License Agreement and an additional non-refundable payment of
$4.5
million upon regulatory clearance to initiate a clinical trial in China. The Company also has the potential to receive up to an additional
$27.5
million in development and sales related milestones and up to approximately
10%
royalties on net sales of
DM199
in the licensed territories. All development, regulatory, sales, marketing, and commercial activities and associated costs in the licensed territories will be the sole responsibility of Ahon Pharma. The License Agreement
may
be terminated at any time by Ahon Pharma by providing
120
days written notice.
 
The Company received the
$500,000
upfront license fee and recorded it as revenue during the year ended
December 31, 2018.
The
$4.5
 million payment and the up to
$27.5
million in additional development and sales related milestones were determined to be at-risk substantive performance milestones and were
not
recordable as revenue as they were determined to be fully constrained using the most likely amount method. Revenue will be recognized for these milestones when it is probable that a significant reversal of the cumulative revenue recognized will
not
occur. Under the terms of the License Agreement, the Company is obligated to pay, and Ahon Pharma
may
withhold, approximately
10%
of any license fee as income tax due in China. The Company will record this withholding as income tax at the time it records the related license fee revenue. Accordingly, with respect to the
$500,000
license fee, the Company recorded this withholding as income tax at the time it recorded this license fee revenue.
 
Ahon Pharma is a subsidiary of Shanghai Fosun Pharmaceutical (Group) co. Ltd. (“Fosun Pharma”) which, through its partnership with SK Group, a South Korea based company, is an investor in DiaMedica, holding approximately
8.4%
of our common shares as of
December 31, 2018.
This investment was made in
2016.