Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies Operating Leases

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Commitments and Contingencies Operating Leases
12 Months Ended
Dec. 31, 2011
Commitments and Contingencies Operating Leases [Abstract]  
Commitments and Contingencies Operating Leases
13. Commitments and Contingencies Operating Leases

Operating Leases

The Company leases its lab space under one-year lease agreements, currently expiring in September 2012.

Its corporate office space lease agreement expires in April 2013. The Company also leases equipment and storage facilities. Estimated future minimum rental payments on the leases are as follows:

 

         

Year ending December 31

     

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  $ 153,000  

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    34,000  
   

 

 

 

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  $ 187,000  
   

 

 

 

Total rent expense for the years ended December 31, 2011 and 2010 was approximately $171,000 and $178,000, respectively.

Service Agreements

In February 2008, the Company entered into a two-year tissue processing agreement with a vendor. This Agreement was renewed and amended in March 2012. Tissue processing fees are based on a per donor batch rate. The Company is also required to pay processing room fees. The agreement is for a one year term, automatically renewing for one year terms unless terminated. Either party can terminate a renewal term with 180 days notice.

In August 2008, the Company entered into an agreement to distribute the AxoGuard product worldwide in the field of peripheral nerve repair, and the parties subsequently amended the agreement in March, 2012. The agreement has a seven-year initial term, renews automatically for an additional seven-year term, subject to pricing agreement, requires certain minimum purchases, and establishes a formula for the transfer cost of the AxoGuard® products.

In January 2011, the Company entered into a one year biostorage and services agreement with a vendor. The agreement specifies monthly administration fees, storage, receiving and shipping fees based on volume. The agreement automatically renews for one year periods and can be terminated with 30 days written notice.

The Company currently uses one vendor for its biostorage and tissue processing and purchases AxoGuard product from one supplier. Although there are a limited number of vendors available for biostorage and processing, management believes that other vendors could provide similar services on comparable terms, or the Company would be able to do the processing and storage in-house. Loss of the AxoGuard supplier would be difficult to replace and have a material adverse effect.

 

In December 2011, the Company also entered into a Master Services Agreement for Clinical Research and Related Services. The Company is required to pay $151,318 upon execution of this agreement and $20,416 per month for 42 months starting in January 2012 through August 2015.

Certain executive officers of the Company are parties to employment contracts. All such contracts have severance payments in the event of a Company change of control, provided certain conditions are met. One contract has a severance provision in the event of termination without cause.