SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Palatin Technologies, Inc.
Form: 10-K
Date Filed: 2011-09-21
Corporate Issuer CIK: 911216
Symbol:
Fiscal Year End:
PTN
6/30
© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2011
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number: 001-15543
PALATIN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
4C Cedar Brook Drive
Cranbury, New Jersey
(Address of principal executive offices)
95-4078884
(I.R.S. Employer Identification No.)
08512
(Zip Code)
(609) 495-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $.01 per share
Name of Each Exchange on Which Registered
NYSE Amex
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business
day of the registrant’s most recently completed second fiscal quarter (December 31, 2010): $15,858,897.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date
(September 20, 2011): 34,900,591.
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Table of Contents
PALATIN TECHNOLOGIES, INC.
Table of Contents
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
(Removed and Reserved)
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
PART III
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
PART IV
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Item 1. Business.
Forward-looking statements
PART I
Statements in this Annual Report on Form 10-K (this Annual Report), as well as oral statements that may be made by us or by our
officers, directors, or employees acting on our behalf, that are not historical facts constitute “forward-looking statements,” which are
made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). The forward-
looking statements in this Annual Report do not constitute guarantees of future performance. Investors are cautioned that statements
which are not strictly historical statements contained in this Annual Report, including, without limitation, current or future financial
performance, management’s plans and objectives for future operations, clinical trials and results, product plans and performance,
management’s assessment of market factors, as well as statements regarding our strategy and plans and those of our strategic
partners, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different from our historical results or from any results expressed or
implied by such forward-looking statements. Our future operating results are subject to risks and uncertainties and are dependent
upon many factors, including, without limitation, the risks identified under the caption “Risk Factors” and elsewhere in this Annual
Report, as well as in our other Securities and Exchange Commission (SEC) filings.
In this Annual Report, references to “we,” “our,” “us” or “Palatin” means Palatin Technologies, Inc. and its subsidiary.
Overview
We are a biopharmaceutical company developing targeted, receptor-specific peptide therapeutics for the treatment of diseases with
significant unmet medical need and commercial potential. Our programs are based on molecules that modulate the activity of the
melanocortin and natriuretic peptide receptor systems. Our primary product in development is bremelanotide for the treatment of
female sexual dysfunction (FSD). In addition, we have drug candidates or development programs for obesity, erectile dysfunction,
pulmonary diseases, heart failure and inflammatory diseases.
The following drug candidates are actively under development:
· Bremelanotide, a peptide melanocortin receptor agonist, for treatment of FSD. This drug candidate is in Phase 2B clinical
trials.
· AZD2820, a melanocortin receptor-based compound for treatment of obesity, under development by AstraZeneca AB
(AstraZeneca) pursuant to our research collaboration and license agreement. This drug candidate is in Phase 1 clinical trials.
· An inhalation formulation of PL-3994, a peptide mimetic natriuretic peptide receptor A (NPR-A) agonist, for treatment of acute
exacerbations of asthma. This PL-3994 formulation is in preclinical research.
The following chart shows the status of our drug candidates, including drug candidates being developed by AstraZeneca and drug
candidates for which we are seeking additional capital from licensing or development agreements or other sources.
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We intend to utilize our existing capital resources primarily for development of bremelanotide for FSD, and secondarily for limited
development work on PL-3994. We will not initiate the preclinical activities that are required to start clinical trials with an inhaled
formulation of PL-3994, initiate clinical trials with subcutaneous formulations of PL-3994, or initiate preclinical toxicity and other
studies with new peptide drug candidates for sexual dysfunction unless we obtain additional capital, through collaborative
arrangements or other sources, to support such activities.
Key elements of our business strategy include: using our technology and expertise to develop and commercialize innovative
therapeutic products; entering into alliances and partnerships with pharmaceutical companies to facilitate the development,
manufacture, marketing, sale and distribution of product candidates that we are developing; and, partially funding our product
development programs with the cash flow generated from our license agreement with AstraZeneca and any other companies.
We incorporated in Delaware in 1986 and commenced operations in the biopharmaceutical area in 1996. Our corporate offices and
research and development facility are located at 4C Cedar Brook Drive, Cranbury, New Jersey 08512 and our telephone number is
(609) 495-2200. We maintain an Internet site at http://www.palatin.com, where among other things, we make available free of charge
on and through this website our Forms 3, 4 and 5, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) and Section 16 of the Exchange Act
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website and the
information contained in it or connected to it are not incorporated into this Annual Report.
Melanocortin Receptor-Specific Programs
The melanocortin system is involved in a large and diverse number of physiologic functions, and therapeutic agents modulating this
system may have the potential to treat a variety of conditions and diseases, including sexual dysfunction, obesity and related
disorders, cachexia (wasting syndrome) and inflammation-related diseases.
Bremelanotide for Female Sexual Dysfunction (FSD). We are developing subcutaneously administered bremelanotide for the
treatment of FSD in premenopausal women. Bremelanotide, which is a melanocortin agonist (a compound which binds to a cell
receptor and triggers a response), is a synthetic peptide analog of the naturally occurring hormone alpha-MSH (melanocyte-
stimulating hormone).
Medical Need - FSD. FSD is a multifactorial condition that has anatomical, physiological, medical, psychological and social
components. FSD includes four disorders, hypoactive sexual desire disorder, female sexual arousal disorder, sexual pain disorder
and orgasmic disorder. To establish a diagnosis of FSD, these syndromes must be associated with personal distress, as determined
by the affected women. The National Health and Social Life Survey, a probability sample study of sexual behavior in a
demographically representative cohort of United States adults ages 18 to 59, found that approximately 43% of women have symptoms
associated with FSD, with up to about 15% having associated personal distress required to establish a diagnosis of FSD.
There are no drugs in the United States approved for FSD indications.
Subcutaneous Bremelanotide. Bremelanotide, which is believed to act through activation of melanocortin receptors in the central
nervous system, is a first-in-class pharmaceutical agent for treatment of FSD.
Bremelanotide is intended for “on-demand” use, and is self-administered by the patient approximately one hour prior to
anticipated sexual activity. We are evaluating delivery devices, and believe that bremelanotide can be used with simple and patient-
friendly disposable injector or auto-injector devices. If Phase 2 clinical trials for FSD are successful, we anticipate that Phase 3
clinical trials will be conducted with a delivery device intended for commercialization.
Ongoing Clinical Trials. We have initiated a Phase 2B clinical trial with bremelanotide for treatment of FSD. This multicenter
study is a placebo-controlled, randomized, parallel group, dose-finding trial that will test three dose levels of subcutaneously
administered bremelanotide in premenopausal women diagnosed with female sexual arousal disorder and/or hypoactive sexual
desire disorder. The study is expected to enroll 400 premenopausal women across 40 sites within the United States and Canada,
with a target of randomizing 100 patients to each of three treatment arms and a placebo arm. Patients will undergo 16 weeks of
treatment. The objective of the Phase 2B trial is to measure safety and efficacy of subcutaneous doses intended for on-demand,
home use. The primary efficacy endpoint is change from baseline to end of study in the number of satisfying sexual events. Results
from this Phase 2B trial are anticipated in the second half of calendar year 2012. However, we can provide no assurance
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that we will meet this objective or that the results of the Phase 2B trial will warrant proceeding with a Phase 3 trial and
seeking regulatory approval for bremelanotide.
Prior Clinical Trials with Subcutaneous Administration. We have completed several Phase 1 clinical studies in which blood
pressure effects of subcutaneously administered bremelanotide were studied. These studies suggest that transient elevations of
blood pressure are dependent on both the specific patient population and the dose administered. Our ongoing Phase 2B clinical trial
will address whether subcutaneous administration of selected doses of bremelanotide for treatment of FSD in premenopausal women
will provide acceptable control of blood pressure effects.
Clinical Trials with Intranasal Formulations. We extensively studied bremelanotide for sexual dysfunction in nasal formulations,
administered as a single spray in one nostril. Increases in blood pressure were observed in some patients receiving nasally
administered bremelanotide, and this observed increase was a significant factor leading us to discontinue work on nasally
administered bremelanotide. We believe that the amount of increase in blood pressure, as well as the rate of nausea and emesis
(vomiting), was due, at least partially, to high doses resulting from variability in drug uptake with nasal administration. Studies showed
wide variation in plasma levels of bremelanotide in patients receiving nasally administered bremelanotide.
While we are no longer developing intranasal formulations of bremelanotide for commercialization, trials with intranasal formulations
of bremelanotide did demonstrate potential utility of bremelanotide. Preliminary Phase 2A clinical trials of FSD patients showed
statistically significant increases in the level of sexual desire and genital arousal in post-menopausal subjects receiving nasal
bremelanotide and increases in the level of sexual desire and genital arousal in premenopausal subjects receiving nasal
bremelanotide, although interpretation of results with premenopausal subjects was confounded by a significant placebo effect, which
is often seen in such studies. Phase 2B double-blind, placebo-controlled, parallel doses clinical trials evaluating intranasal
bremelanotide for erectile dysfunction (ED), conducted in 726 non-diabetic and 294 diabetic patients, showed that over 30% of ED
patients were restored to a normal level of function. In trials conducted to date, almost 2,000 patients received at least one dose of
bremelanotide, with about 1,500 receiving multiple doses.
Peptide Melanocortin Receptor Agonists for Treatment of Sexual Dysfunction. We have developed a series of next generation
melanocortin receptor-specific peptides for treatment of sexual dysfunction. These peptides were designed to be highly selective for
the specific melanocortin receptor believed to be involved in sexual response, and thus may have an improved side effect and safety
profile. In developing these peptides, we examined effectiveness in animal models of sexual response and also determined
cardiovascular effects, primarily looking at changes in blood pressure. Results of these studies suggest that certain of these peptides
may have significant commercial potential for treatment of either FSD or ED.
We have suspended further discovery work on our alternative melanocortin receptor-specific peptides, but intend, if we partner or
license this technology or otherwise obtain sufficient financial resources, to advance one or more of the peptides we have developed
into preclinical toxicology and other studies required by the United States Food and Drug Administration (FDA) prior to initiating
human clinical trials for either FSD or ED.
Medical Need - ED. ED is the consistent inability to attain and maintain an erection sufficient for sexual intercourse. The condition is
correlated with increasing age, cardiovascular disease, hypertension, diabetes, hyperlipidemia and smoking. In addition, certain
prescription drugs and psychogenic issues may contribute to ED. According to the Massachusetts Male Aging Study, more than 50%
of men aged 40-70 report episodes of ED and more than 30 million men in the United States may be afflicted with some form of ED,
with less than 20% seeking treatment. The incidence of ED increases with age. Studies show that chronic ED affects about 5% of
men in their 40s and 15% to 25% of men by the age of 65. The current market size for ED is more than $4 billion per year.
Phosphodiesterase-5 (PDE-5) inhibitors such as sildenafil (Viagra®), vardenafil (Levitra®) and tadalafil (Cialis®) are used to treat ED,
but an estimated 35% of ED patients are non-responsive to PDE-5 inhibitor therapy. There are limited therapeutic options for ED
patients non-responsive or inadequately responsive to PDE-5 inhibitor therapy, including alprostadil for direct penis injection or
urethral suppositories, surgical penile implants and various devices.
Obesity. In 2007, we entered into an exclusive research collaboration and license agreement with AstraZeneca to discover, develop
and commercialize compounds that target melanocortin receptors for the treatment of obesity, diabetes and related metabolic
syndrome. In June and December 2008 and in September 2009, the agreement was amended to include additional compounds and
associated intellectual property we developed and to modify royalty rates and milestone payments. Active work under the
collaboration portion of the agreement concluded in January 2010.
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AstraZeneca has commenced a Phase 1 clinical trial of AZD2820, a subcutaneously-administered peptide melanocortin receptor
partial agonist, under development as a single-agent therapy for the treatment of obesity. AZD2820 is a clinical candidate selected by
AstraZeneca from its collaborative research program with us.
Obesity is a multifactorial condition with numerous biochemical components relating to satiety (feeling full), energy utilization and
homeostasis. A number of different metabolic and hormonal pathways are being evaluated by companies around the world in efforts
to develop better treatments for obesity. Scientific research has established that melanocortin receptors have a role in eating behavior
and energy homeostasis, and that some melanocortin receptor agonists decrease food intake and induce weight loss.
Obesity is a significant healthcare issue, often associated with co-morbidities such as cardiovascular disease and diabetes.
According to a 2011 fact sheet from the World Health Organization, more than 1.5 billion adults worldwide are overweight, with over
500 million categorized as obese. Overweight and obesity is the fifth leading risk for global deaths and the second leading cause of
preventable death in the United States. About one-third of Americans are obese and another one-third are overweight. Medical costs
in the United States associated with obesity were estimated at $147 billion for 2008.
We developed classes of small molecule and peptide compounds targeting melanocortin receptors which are effective in the
treatment of obesity in animal models. Certain of these compounds have shown activity in animal models of both diet-induced and
genetically derived obesity. These compounds appear to decrease food intake and body weight without increases in sexual response
in normal animals at the same or higher dose levels. Pursuant to clinical trial agreements with AstraZeneca, we have conducted
proof-of-principle clinical trials on the effects of a melanocortin receptor-specific compound on food intake, obesity and other
metabolic parameters.
Our agreement with AstraZeneca remains in effect as long as AstraZeneca is developing a compound covered by the agreement or
commercializing a product for which a royalty is owed. The agreement may be terminated by AstraZeneca at any time upon notice to
us, or by either party upon notice in the event of a material breach. Upon termination by AstraZeneca without cause or by us for
cause, all rights and licenses we granted to AstraZeneca terminate, but AstraZeneca remains obligated to pay royalties and
milestones on compounds developed during the collaboration portion of the agreement. In the event AstraZeneca terminates the
agreement because we breached the agreement, rights and licenses we granted under the agreement become permanent, with
financial terms, including royalties, to be determined by arbitration.
We have received up-front and other licensing payments totaling $15 million from AstraZeneca under the agreement. We are eligible
for milestone payments totaling up to $145 million, with up to $85 million contingent upon development and regulatory milestones and
the balance on achievement of sales targets, plus mid to high single digit royalties on sales of approved products. AstraZeneca has
responsibility for product commercialization, product discovery and development costs.
Other Melanocortin Programs. We have suspended work on early stage research and discovery programs, but are seeking to
partner or license certain drug candidate programs. These programs include highly selective melanocortin-1 receptor agonists for
treatment of inflammation-related diseases and disorders and melanocortin-4 receptor agonists for treatment of obesity and other
indications outside the sexual dysfunction field. We do not anticipate that any significant effort will be devoted to these programs
during the next twelve months unless we partner or license one or more of these programs or otherwise obtain sufficient financial
resources.
Natriuretic Peptide Receptor-Specific Programs
The natriuretic peptide receptor system has numerous cardiovascular functions, and therapeutic agents modulating this system may
be useful in treatment of acute asthma, other pulmonary diseases, heart failure and hypertension. While the therapeutic potential of
modulating this system is well appreciated, development of therapeutic agents has been difficult due, in part, to the short biological
half-life of native peptide agonists.
PL-3994. PL-3994 is an NPR-A agonist compound in development for treatment of acute exacerbations of asthma, heart failure and
refractory hypertension. PL-3994 activates NPR-A, a receptor known to play a role in cardiovascular homeostasis. Consistent with
being an NPR-A agonist, PL-3994 increases plasma cyclic guanosine monophosphate (cGMP) levels, a pharmacological response
consistent with the effects of endogenous (naturally produced) natriuretic peptides on cardiovascular function and smooth muscle
relaxation. PL-3994 also decreases activity of the renin-angiotensin-aldosterone system (RAAS), a hormone system that regulates
blood pressure and fluid balance. The RAAS system is frequently over-activated in heart failure patients, leading to worsening of
cardiovascular function.
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PL-3994 is one of a number of natriuretic peptide receptor agonist compounds we have developed. PL-3994 is a synthetic molecule
incorporating a novel and proprietary amino acid mimetic structure. Compared to native NPR-A, PL-3994 has reduced affinity for the
endogenous natriuretic peptide clearance receptor and significantly increased resistance to neutral endopeptidase, an endogenous
enzyme that degrades natriuretic peptides, resulting in an extended half-life.
PL-3994 for Acute Exacerbations of Asthma. Acute exacerbations of asthma, also called acute severe asthma, is an ongoing,
unremitting asthma episode in which asthma symptoms do not adequately respond to initial bronchodilator therapy. Inhaled beta-2
adrenergic receptor agonists, such as albuterol, inhaled anticholinergic drugs, such as ipratropium, and systemic corticosteroids are
primary treatments for episodes of acute exacerbations of asthma. Some patients with acute exacerbations of asthma become
unresponsive to beta-2 adrenergic receptor agonists, significantly limiting treatment options and increasing risk. Patients who do not
respond to initial therapy are at risk of severe complications.
In 2006, the most recent year reported, there were almost 1.7 million emergency room visits due to asthma, with 440,000
hospitalizations attributed to asthma. In 2008, approximately 23.3 million Americans had asthma, with a projected 2010 economic
cost in the United States of $20.7 billion, of which the largest single direct medical expenditure, $5.9 billion, is for prescription drugs.
PL-3994, which is a direct relaxant of smooth muscle, works through a different pathway than beta-2 adrenergic receptor agonists
and other existing therapies, and is intended to address this unmet medical need.
Research over the past two decades has demonstrated potent bronchodilator effects with both systemic and inhalation administration
of natriuretic peptides. NPR-A agonism is known to relax smooth muscles in airways and works through a pathway independent of
the beta-2 adrenergic receptor. Preclinical testing demonstrated potent airway smooth muscle relaxation in rat, guinea pig and
human tissues using PL-3994, and animal studies in sensitized guinea pigs has demonstrated a bronchodilator effect with PL-3994
using both subcutaneous and inhalation administration.
Endogenous natriuretic peptides have a very short half-life, due primarily to degradation by neutral endopeptidase and clearance
through the natriuretic peptide clearance receptor. PL-3994 is resistant to neutral endopeptidase and clears from the body much
more slowly than endogenous natriuretic peptides. PL-3994 has a blood-plasma half-life of at least three hours in humans when
administered by subcutaneous injection, with biological effects seen for over eight hours post-administration.
We are developing an inhalation formulation of PL-3994 and improved methods to manufacture PL-3994, and are designing
preclinical inhalation toxicity and other studies that are required to start clinical trials with an inhaled formulation of PL-3994. We also
have a subcutaneous formulation of PL-3994, and have planned a proof-of-concept human trial for asthma with our subcutaneous
formulation for which the FDA has approved an Investigational New Drug (IND) application. We are actively exploring partnering or
licensing opportunities with PL-3994, primarily to develop a potential product for treatment of acute severe asthma. We do not intend
to initiate either the proof-of-concept human trial or inhalation toxicity studies unless and until we reach agreement with a partner or
receive funding to support the proof-of-concept human trial or inhalation toxicity studies.
PL-3994 for Heart Failure. Heart failure is an illness in which the heart is unable to pump blood efficiently, and includes acutely
decompensated heart failure with dyspnea (shortness of breath) at rest or with minimal activity. Endogenous natriuretic peptides have
a number of beneficial effects, including vasodilation (relaxation of blood vessels), natriuresis (excretion of sodium), and diuresis
(excretion of fluids).
Patients who have been admitted to the hospital with an episode of worsening heart failure have an increased risk of either death or
hospital readmission in the three months following discharge. Up to 15% of patients die in this period and as many as 30% need to be
readmitted to the hospital. We believe that decreasing mortality and hospital readmission in patients discharged following
hospitalization for worsening heart failure is a large unmet medical need for which PL-3994 may be effective. PL-3994 could
potentially be utilized as an adjunct to existing heart failure medications, and may, if successfully developed, be self-administered by
patients as a subcutaneous injection following hospital discharge. We believe that PL-3994, through activation of NPR-A, may, if
successful, reduce cardiac hypertrophy (increase in heart size due to disease), which is an independent risk factor for cardiovascular
morbidity and mortality.
Over 5.7 million Americans suffer from heart failure, with 670,000 new cases of heart failure diagnosed each year, with disease
incidence expected to increase with the aging of the American population. Despite the treatment of heart failure with multiple drugs,
almost all heart failure patients will experience at least one episode of
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acute heart failure that requires treatment with intravenous medications in the hospital. Heart failure has tremendous human and
financial costs. 2009 estimated direct costs in the United States for heart failure were $37.2 billion, with heart failure constituting the
leading cause of hospitalization in people over 65 years of age and with over 1.1 million hospital discharges for heart failure in 2006.
Heart failure is also a high mortality disease, with approximately one-half of heart failure patients dying within five years of initial
diagnosis.
We have planned a repeat dose Phase 2 clinical trial in patients hospitalized with heart failure to evaluate safety profiles in patients
given repeat doses of PL-3994 as well as pharmacokinetic (period to metabolize or excrete the drug) and pharmacodynamic (period
of action or effect of the drug) endpoints, but will not initiate this trial unless we reach agreement with a partner to fund the trial or
otherwise obtain sufficient financial resources from a third party.
PL-3994 for Refractory Hypertension. PL-3994 may potentially also be used for treatment of refractory or difficult-to-control
hypertension, which is high blood pressure despite a three-drug regimen that includes a diuretic. Refractory hypertension is
commonly found in patients with congestive heart failure or renal disease. Although there is a large number of approved drugs for
treatment of hypertension, there are no approved drugs for hypertension that are active through the NPR-A system. Refractory and
other difficult-to-control hypertension can be caused by increased aldosterone levels. PL-3994 is believed to act through the NPR-A
system on the RAAS to decrease renin and aldosterone secretion and thereby decrease blood pressure. In a Phase 2A study of
subjects with controlled hypertension, the data suggested an increased effect of PL-3994 in reducing systemic blood pressure when
taken with an angiotensin-converting enzyme (ACE) inhibitor, a common class of drugs for controlling hypertension. PL-3994 thus
may be suitable for use as an adjunct therapy to one or more existing hypertension drugs, including an ACE inhibitor.
Clinical Studies with PL-3994. Preclinical studies in animals established a dose-dependent effect on blood pressure and diuresis, and
in animal models of heart failure showed improved kidney function and prevention of cardiac hypertrophy. Human clinical studies of
PL-3994 commenced with a Phase 1 trial which concluded in the first quarter of calendar year 2008. This was a randomized, double-
blind, placebo-controlled study in 26 healthy volunteers who received either PL-3994 or a placebo subcutaneously. The evaluations
included safety, tolerability, pharmacokinetics and several pharmacodynamic endpoints, including levels of cGMP, a natural
messenger nucleotide. Dosing concluded with the successful achievement of the primary endpoint of the study, a prespecified
reduction in systemic blood pressure. No volunteer experienced a serious or severe adverse event. Elevations in plasma cGMP
levels, increased diuresis and increased natriuresis were all observed for several hours after single subcutaneous doses.
In the second quarter of calendar year 2008, we conducted a Phase 2A trial in volunteers with controlled hypertension who were
receiving one or more conventional antihypertensive medications. In this trial, which was a randomized, double-blind, placebo-
controlled, single ascending dose study in 21 volunteers, the objective was to demonstrate that PL-3994 can be given safely to
patients taking antihypertensive medications commonly used in heart failure and hypertension patients. Dosing concluded with the
successful achievement of the primary endpoint of the study, a prespecified reduction in systemic blood pressure. No volunteer
experienced a serious or severe adverse event. Elevations in plasma cGMP levels were observed for several hours after single
subcutaneous doses.
Administration of PL-3994. For asthma indications we believe that inhalation administration of PL-3994 may be preferable to
subcutaneous or other systemic administration. For heart failure and refractory hypertension indications we believe that
subcutaneous administration of PL-3994 may be preferable. PL-3994 is well absorbed through the subcutaneous route of
administration. In human studies, the pharmacokinetic and pharmacodynamic half-lives were on the order of hours, significantly
longer than the comparable half-lives of endogenous natriuretic peptides. We believe that subcutaneous PL-3994, if successful, will
be amenable to self-administration by patients, similar to insulin and other self-administered drugs.
Other Natriuretic Peptide Receptor-Specific Programs. We have suspended work on our early stage discovery and development
programs in the natriuretic peptide receptor field. We do not anticipate that any significant effort will be devoted to these programs
during the next twelve months.
Other Programs
We previously marketed NeutroSpec®, a radiolabeled monoclonal antibody product for imaging and diagnosing infection, which is the
subject of a strategic collaboration agreement with the Mallinckrodt division of Covidien Ltd. We have suspended marketing, clinical
trials and securing regulatory approvals of NeutroSpec, and do not anticipate conducting any substantive work or incurring substantial
expenditures on NeutroSpec over the next twelve months.
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Technologies We Use
We used a rational drug design approach to discover and develop proprietary peptide, peptide mimetic and small molecule agonist
compounds, focusing on melanocortin and natriuretic peptide receptor systems. Computer-aided drug design models of receptors are
optimized based on experimental results obtained with peptides and small molecules we develop, supported by conformational
analyses of peptides in solution utilizing nuclear magnetic resonance spectroscopy. By integrating both technologies, we believe we
are developing an advanced understanding of the factors which drive agonism.
We have developed a series of proprietary technologies used in our drug development programs. One technology employs
novel amino acid mimetics in place of selected amino acids. These mimetics provide the receptor-binding functions of conventional
amino acids, while providing structural, functional and physiochemical advantages. The amino acid mimetic technology is employed
in PL-3994, our compound in development for treatment of acute exacerbations of asthma, heart failure and refractory hypertension.
Some compound series have been derived using our proprietary and patented platform technology, called MIDAS™ (Metal Ion-
induced Distinctive Array of Structures). This technology employs metal ions to fix the three-dimensional configuration of peptides,
forming conformationally rigid molecules that remain folded specifically in their active state. These MIDAS molecules are generally
simple to synthesize, are chemically and proteolytically stable, and have the potential to be orally bioavailable. In addition, MIDAS
molecules are information-rich and provide data on structure-activity relationships that may be used to design small molecule, non-
peptide drugs.
Estimate of Amount Spent on Research and Development Activities
Research and development expenses were $10.4 million for the fiscal year ended June 30, 2011 (fiscal 2011) and $12.3 million for
the fiscal year ended June 30, 2010 (fiscal 2010), of which $0.5 million and $3.2 million of our research and development expenses
for fiscal 2011 and fiscal 2010, respectively, were borne by AstraZeneca pursuant to the research collaboration and license
agreement.
Competition
General. Our products under development will compete on the basis of quality, performance, cost effectiveness and
application suitability with numerous established products and technologies. We have many competitors, including pharmaceutical,
biopharmaceutical and biotechnology companies. Furthermore, there are several well-established products in our target markets that
we will have to compete against. Products using new technologies which may be competitive with our proposed products may also be
introduced by others. Most of the companies selling or developing competitive products have financial, technological, manufacturing
and distribution resources significantly greater than ours and may represent significant competition for us.
The pharmaceutical and biotechnology industries are characterized by extensive research efforts and rapid technological
change. Many biopharmaceutical companies have developed or are working to develop products similar to ours or that address the
same markets. Such companies may succeed in developing technologies and products that are more effective or less costly than any
of those that we may develop. Such companies may be more successful than us in developing, manufacturing and marketing
products.
We cannot guarantee that we will be able to compete successfully in the future or that developments by others will not render
our proposed products under development or any future product candidates obsolete or non-competitive or that our collaborators or
customers will not choose to use competing technologies or products.
Bremelanotide for Treatment of Female Sexual Dysfunction. There is competition and financial incentive to develop, market
and sell drugs for the treatment of FSD, for which there is no approved drug in the United States. A number of hormonal therapies
have been commercialized for other indications, including progestin, androgen and localized estrogen therapies, but none have been
approved by the FDA for FSD indications. We are aware of one drug utilizing a testosterone transdermal patch which is in Phase 3
clinical trials for treatment of FSD in surgically post-menopausal women. We are also aware of a non-hormone oral drug, flibanserin,
investigated for treatment of premenopausal women with hypoactive sexual desire disorder, but development of this drug was
terminated following failure of the FDA to approve the drug for marketing. There are other companies reported to be developing new
drugs for FSD indications, some of which may be in clinical trials in the United States or elsewhere. We are not aware of any
company actively developing a melanocortin receptor agonist drug for FSD.
Melanocortin Receptor Agonists for Treatment of Erectile Dysfunction. Leading drugs approved for ED indications are PDE-5
inhibitors which target the vascular system, such as sildenafil (sold under the trade name Viagra®), vardenafil (sold under the trade
name Levitra®) and tadalafil (sold under the trade name Cialis®). In
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addition, we are aware of other PDE-5 inhibitors under development. Other drugs approved for ED indications include alprostadil for
injection (sold under the trade name Caverject Impulse® among others), which is injected directly into the penis, and alprostadil in
urethral suppository format (sold under the trade name MUSE®). In addition, a variety of devices, including vacuum devices and
surgical penile implants, have been approved for ED indications. We are aware of a number of companies developing new drugs for
ED indications, including at least one company developing a new drug for treatment of ED not sufficiently responsive to PDE-5
inhibitors, some of which are in clinical trials in the United States and elsewhere. We are not aware of any company actively
developing a melanocortin receptor agonist drug for ED.
PL-3994 for Acute Exacerbations of Asthma Indications. The asthma market is intensively competitive, with substantial competition
and financial incentive to develop, market and sell drugs for treatment of asthma, with projected costs of prescription drugs of $5.9
billion in the United States in 2010. We are aware of companies developing drugs for the specific indications of either acute
exacerbations of asthma or acute severe asthma, including at least one company with a drug reported to be currently in clinical trials.
Certain of these drugs under development work by mechanisms of action different from the mechanisms of action of currently
approved products. In addition, a number of clinical trials are conducted by hospitals, research institutes and others exploring various
methods and combinations of drugs to treat acute exacerbations of asthma. There are a number of drugs and therapies currently
used to treat acute exacerbations of asthma, including administration of oral or intravenous systemic steroids, use of oxygen or
heliox, a mixture of helium and oxygen, nebulized short-acting beta-2 adrenergic receptor agonists, intravenous or nebulized
anticholinergic agents and, for patients in or approaching respiratory arrest, intubation and mechanical ventilation. However, each of
these drugs or therapies has recognized limitations or liabilities, and we believe that there remains an unmet medical need for a safe
and effective treatment for acute exacerbations of asthma. We are not aware of any company actively developing a drug to relax
smooth muscles in airways through a natriuretic peptide receptor pathway.
PL-3994 for Heart Failure Indications. Nesiritide (sold under the trade name Natrecor®), a recombinant human B-type natriuretic
peptide drug, is marketed in the United States by Scios Inc., a Johnson & Johnson company. Nesiritide is approved for treatment of
acutely decompensated congestive heart failure patients who have dyspnea at rest or with minimal activity. Other peptide drugs,
including carperitide, a recombinant human atrial natriuretic peptide drug, and ularitide, a synthetic form of urodilatin, a naturally
occurring human natriuretic peptide related to atrial natriuretic peptide, have been investigated for treatment of congestive heart
failure, but are not believed to be in active development in the United States. We are aware of other companies developing
intravenously administered natriuretic peptide drugs, with at least one reported to be in Phase 2 clinical trials for acute heart failure.
One product is under investigation for continuous and extended infusion through a subcutaneous pump. In addition, there are a
number of approved drugs and drugs in development for treatment of heart failure through mechanisms or pathways other than
agonism of NPR-A.
Obesity. There are several FDA-approved drugs and medical devices for the treatment of obesity, and a large number of
products in clinical development by other companies, including products which target melanocortin receptors. Clinical trials for obesity
are lengthy, time-consuming and expensive. See the discussion under the heading “We do not control the development of
compounds licensed to third parties and, as a result, we may not realize a significant portion of the potential value of any such license
arrangements” in Item 1A, “Risk Factors” in this Annual Report.
Patents and Proprietary Information
Patent Protection. Our success will depend in substantial part on our ability to obtain, defend and enforce patents, maintain
trade secrets and operate without infringing upon the proprietary rights of others, both in the United States and abroad. We own a
number of issued United States patents and have pending United States patent applications, many with issued or pending
counterpart patents in selected foreign countries. We seek patent protection for our technologies and products in the United States
and those foreign countries where we believe patent protection is commercially important.
We own two issued United States patents claiming the bremelanotide substance; issued patents claiming the bremelanotide
substance in Japan, Mexico, Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Korea, Luxembourg,
Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom, Italy, Australia and New Zealand; and pending patent
applications claiming the bremelanotide substance in Brazil and Canada. The issued United States patents have a term until 2020,
which term may be subject to extension for a maximum period of up to five years as compensation for patent term lost during drug
development and the FDA regulatory review process, pursuant to the Drug Price Competition and Patent Term Restoration Act of
1984 (the Hatch-Waxman Amendments). Whether we will be able to obtain patent term extensions under the Hatch-
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Waxman Amendments and the length of the extension to which we may be entitled cannot be determined until the FDA
approves for marketing, if ever, a product in which bremelanotide is the active ingredient. In addition, the claims of issued
patents covering bremelanotide may not provide meaningful protection. Further, third parties may challenge the validity or
scope of any issued patent.
We also own an issued United States patent claiming non-oral administration of bremelanotide in combination with oral
administration of a PDE-5 inhibitor. This patent has a term until 2025. However, this patent would apply only if we develop
bremelanotide for use in combination therapy with a PDE-5 inhibitor. If we obtain regulatory approval for bremelanotide for use in
combination therapy with a PDE-5 inhibitor, which may never occur, then the patent term may be subject to extension under the
Hatch-Waxman Amendments, but we cannot presently evaluate the duration of any potential patent term extension.
We own patent applications on one class of alternative melanocortin receptor-specific peptides for treatment of sexual
dysfunction which are pending in the United States, Australia, Brazil, Canada, China, India, Israel, Japan, Korea, Mexico and South
Africa and before the European and Eurasian patent offices. If any patent issues in the United States, the presumptive term will be
until 2029. We also own a patent application under the Patent Cooperation Treaty for a second class of alternative melanocortin
receptor-specific peptides for treatment of sexual dysfunction. We will be required to enter national stage prosecution on this
application, including filing the application in countries we select, by November 2011. If we enter national stage prosecution in the
United States, and if any patent issues, the presumptive term will be until 2030. Until one or more product candidates covered by a
claim of one of these patent applications are developed for commercialization, which may never occur, we cannot evaluate the
duration of any potential patent term extension under the Hatch-Waxman Amendments.
We own an issued United States patent claiming the PL-3994 substance and other natriuretic peptide receptor agonist
compounds we have developed and an issued United States patent claiming a precursor molecule to the PL-3994 substance, both of
which have a term until 2027. Patent applications claiming the PL-3994 substance and other compounds, including precursor
molecules, are pending in Australia, Brazil, Canada, China, India, Israel, Japan, Korea, Mexico, Philippines and South Africa and
before the European and Eurasian patent offices. We do not know the full scope of patent coverage we will obtain, or whether any
patents will issue other than the United States patent claiming PL-3994 and the United States patent claiming a precursor molecule.
We also own a patent application under the Patent Cooperation Treaty claiming use of PL-3994 for treatment of airway diseases,
including asthma. We will be required to enter national stage prosecution on this application, including filing the application in
countries we select, by October 2012. Until one or more product candidates covered by a claim of the issued patents or one of these
patent applications are developed for commercialization, which may never occur, we cannot evaluate the duration of any potential
patent term extension under the Hatch-Waxman Amendments.
We additionally have twenty-six issued United States patents and two pending patent applications on melanocortin receptor
specific peptides and small molecules, but we are not actively developing any product candidate covered by a claim of any of these
patents or applications.
Under our research collaboration and license agreement with AstraZeneca, AstraZeneca is responsible for prosecution of
licensed patent applications and maintenance of issued patents in the United States and other countries. One patent application
covering a class of compounds is pending in the United States, and if any patent issues, the presumptive term will be until 2029.
Additionally, AstraZeneca is prosecuting a patent application under the Patent Cooperation Treaty and in the United States in its
name resulting from its collaboration with us, on which our employees are inventors and for which royalties would be payable under
our agreement with AstraZeneca if a compound covered by a claim of this application is developed for commercialization.
AstraZeneca will be required to enter national stage prosecution on the Patent Cooperation Treaty application, including determining
the countries in which AstraZeneca intends to seek patent protection, by November 2011. If any patent issues, the presumptive term
will be until 2030. Neither of these patent applications has been examined, and we do not know the scope of patent claims that will be
allowed, or whether any patents will issue. Additionally, until one or more compounds subject to the agreement with AstraZeneca are
developed for commercialization, which may never occur, we cannot evaluate the duration of any potential patent term extension
under the Hatch-Waxman Amendments.
In the event that a third party has also filed a patent application relating to an invention we claimed in a patent application, we
may be required to participate in an interference proceeding adjudicated by the United States Patent and Trademark Office to
determine priority of invention. The possibility of an interference proceeding could result in substantial uncertainties and cost, even if
the eventual outcome is favorable to us. An adverse outcome could result in the loss of patent protection for the subject of the
interference, subjecting us to significant liabilities to third parties, the need to obtain licenses from third parties at undetermined cost,
or requiring us to cease using the technology.
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Future Patent Infringement. We do not know for certain that our commercial activities will not infringe upon patents or patent
applications of third parties, some of which may not even have been issued. Although we are not aware of any valid United States
patents which are infringed by bremelanotide or PL-3994, we cannot exclude the possibility that such patents might exist or arise in
the future. We may be unable to avoid infringement of any such patents and may have to seek a license, defend an infringement
action, or challenge the validity of such patents in court. Patent litigation is costly and time consuming. If such patents are valid and
we do not obtain a license under any such patents, or we are found liable for infringement, we may be liable for significant monetary
damages, may encounter significant delays in bringing products to market, or may be precluded from participating in the
manufacture, use or sale of products or methods of treatment covered by such patents.
Proprietary Information. We rely on proprietary information, such as trade secrets and know-how, which is not patented. We
have taken steps to protect our unpatented trade secrets and know-how, in part through the use of confidentiality and intellectual
property agreements with our employees, consultants and certain contractors. If our employees, scientific consultants, collaborators
or licensees develop inventions or processes independently that may be applicable to our product candidates, disputes may arise
about the ownership of proprietary rights to those inventions and processes. Such inventions and processes will not necessarily
become our property, but may remain the property of those persons or their employers. Protracted and costly litigation could be
necessary to enforce and determine the scope of our proprietary rights.
If trade secrets are breached, our recourse will be solely against the person who caused the secrecy breach. This might not
be an adequate remedy to us, because third parties other than the person who causes the breach will be free to use the information
without accountability to us. This is an inherent limitation of the law of trade secret protection.
Governmental Regulation
The FDA, comparable agencies in other countries and state regulatory authorities have established regulations and
guidelines which apply to, among other things, the clinical testing, manufacturing, safety, efficacy, labeling, storage, record keeping,
advertising, promotion, marketing and distribution of our proposed products. Noncompliance with applicable requirements can result
in fines, recalls or seizures of products, total or partial suspension of production, refusal of the regulatory authorities to approve
marketing applications, withdrawal of approvals and criminal prosecution.
Before a drug product is approved by the FDA for commercial marketing, three phases of human clinical trials are usually
conducted to test the safety and effectiveness of the product. Phase 1 clinical trials most typically involve testing the drug on a small
number of healthy volunteers to assess the safety profile of the drug at different dosage levels. Phase 2 clinical trials, which may also
enroll a relatively small number of patient volunteers, are designed to further evaluate the drug’s safety profile and to provide
preliminary data as to the drug’s effectiveness in humans. Phase 3 clinical trials consist of larger, well-controlled studies that may
involve several hundred or thousand patient volunteers representing the drug’s targeted population. During any of these phases, the
clinical trial can be placed on clinical hold, or temporarily or permanently stopped for a variety of reasons, principally for safety
concerns.
After approving a product for marketing, the FDA may require post-marketing testing, including extensive Phase 4 studies,
and surveillance to monitor the safety and effectiveness of the product in general use. The FDA may withdraw product approvals if
compliance with regulatory standards is not maintained or if problems occur following initial marketing. In addition, the FDA may
impose restrictions on the use of a drug that may limit its marketing potential. The failure to comply with applicable regulatory
requirements in the United States and in other countries in which we conduct development activities could result in a variety of fines
and sanctions, such as warning letters, product recalls, product seizures, suspension of operations, fines and civil penalties or
criminal prosecution.
In addition to obtaining approval of a New Drug Application (an NDA) from the FDA for any of our proposed products, any
facility that manufactures such a product must comply with current good manufacturing practices (GMPs). This means, among other
things, that the drug manufacturing establishment must be registered with, and subject to inspection by, the FDA. Foreign
manufacturing establishments must also comply with GMPs and are subject to periodic inspection by the FDA or by corresponding
regulatory agencies in such other countries under reciprocal agreements with the FDA. In complying with standards established by
the FDA, manufacturing establishments must continue to expend time, money and effort in the areas of production and quality control
to ensure full technical compliance. We will use contract manufacturing establishments, in the United States or in
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foreign countries, to manufacture our proposed products, and will depend on those establishments to comply with GMPs
and other regulatory requirements.
Third-Party Reimbursements
Successful sales of our proposed products in the United States and other countries will depend, in large part, on the
availability of adequate reimbursement from third-party payors such as governmental entities, managed care organizations, health
maintenance organizations (HMOs) and private insurance plans. Reimbursement by a third-party payor may depend on a number of
factors, including the payor’s determination that the product has been approved by the FDA for the indication for which the claim is
being made, that it is neither experimental nor investigational, and that the use of the product is safe and efficacious, medically
necessary, appropriate for the specific patient and cost effective. Since reimbursement by one payor does not guarantee
reimbursement by another, we or our licensees may be required to seek approval from each payor individually. Seeking such
approvals is a time-consuming and costly process. Third-party payors routinely limit the products that they will cover and the amount
of money that they will pay and, in many instances, are exerting significant pressure on medical suppliers to lower their prices. There
is significant uncertainty concerning third-party reimbursement for the use of any pharmaceutical product incorporating new
technology and we are not sure whether third-party reimbursement will be available for our proposed products once approved, or that
the reimbursement, if obtained, will be adequate. There are no approved products for treating FSD, and thus is significant uncertainty
concerning the extent and scope of third-party reimbursement for products treating FSD. Less than full reimbursement by
governmental and other third-party payors for our proposed products would adversely affect the market acceptance of these
proposed products. Further, healthcare reimbursement systems vary from country to country, and we are not sure whether third-party
reimbursement will be made available for our proposed products under any other reimbursement system.
Manufacturing and Marketing
To be successful, our proposed products will need to be manufactured in commercial quantities under GMPs prescribed by
the FDA and at acceptable costs. We do not have the facilities to manufacture any of our proposed products under GMPs. We intend
to rely on collaborators, licensees or contract manufacturers for the commercial manufacture of our proposed products.
Our bremelanotide product candidate is a synthetic peptide. While the production process involves well-established
technology, there are few manufacturers capable of scaling up to commercial quantities under GMPs at acceptable costs. We have
identified one third-party manufacturer for the production of bremelanotide, and have validated manufacturing of the bremelanotide
drug substance under GMPs with that manufacturer. However, we have not negotiated a long-term supply agreement with the third-
party manufacturer, and may not be able to enter into a supply agreement on acceptable terms, if at all.
Our bremelanotide product candidate will be a combination product, incorporating both the bremelanotide drug substance
and a delivery device. We will rely on a third-party manufacturer to make the delivery device and the final product combination
product. We have not yet selected a delivery device. Once a delivery device is selected, we will need to negotiate a long-term supply
and manufacturing agreement, and may not be able to enter into such an agreement on acceptable terms, if at all.
Our PL-3994 product candidate is a peptide mimetic molecule, incorporating a proprietary amino acid mimetic structure and
amino acids. We have identified a manufacturer which made the product in quantities sufficient for Phase 1 and some anticipated
Phase 2 clinical trials, and are in the process of evaluating commercial-scale manufacturers. Scaling up to commercial quantities may
involve production, purification, formulation and other problems not present in the scale of manufacturing done to date.
Certain of our melanocortin receptor agonist product candidate are synthetic peptides, which we have primarily manufactured
in-house. We have not contracted with a third-party manufacturer to produce these synthetic peptides for either clinical trials or
commercial purposes. While the production process involves well-established technology, there are few manufacturers capable of
scaling up to commercial quantities under GMPs at acceptable costs. Additionally, scaling up to commercial quantities may involve
production, purification, formulation and other problems not present in the scale of manufacturing done to date.
The failure of any manufacturer or supplier to comply with FDA GMPs or to supply the drug substance and services as
agreed, would force us to seek alternative sources of supply and could interfere with our ability to deliver product on a timely and cost
effective basis or at all. Establishing relationships with new manufacturers or suppliers, any of whom must be FDA-approved, is a
time-consuming and costly process.
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Product Liability and Insurance
Our business may be affected by potential product liability risks which are inherent in the testing, manufacturing, marketing
and use of our proposed products. We have liability insurance providing up to $10 million coverage in the aggregate as to certain
clinical trial risks.
Employees
As of September 20, 2011, we employed 19 persons full time, of whom 13 are engaged in research and development
activities and 6 are engaged in administration and management. While we have been successful in attracting skilled and experienced
scientific personnel, competition for personnel in our industry is intense. None of our employees are covered by a collective
bargaining agreement. All of our employees have executed confidentiality and intellectual property agreements. We consider relations
with our employees to be good.
From time to time, we hire contractors and scientific consultants to work on specific research and development programs. We
also rely on independent organizations, advisors and consultants to provide services, including aspects of manufacturing, clinical
management, regulatory strategy and market research. Our independent advisors, contractors and consultants sign agreements that
provide for confidentiality of our proprietary information and that we have the rights to any intellectual property developed while
working for us.
Item 1A. Risk Factors.
Risks Relating to Our Company
We will continue to incur substantial losses over the next few years and we may never become profitable.
We have never been profitable and we may never become profitable. As of June 30, 2011, we had an accumulated deficit of
$222.0 million. We expect to incur additional losses as we continue our development of bremelanotide, PL-3994 and other product
candidates. Unless and until we receive approval from the FDA or other equivalent regulatory authorities outside the United States,
we cannot sell our products and will not have product revenues from them. Therefore, for the foreseeable future, we will have to fund
all of our operations and capital expenditures from reimbursements and other contract revenue under collaborative development
agreements, existing cash balances and outside sources of financing, which may not be available on acceptable terms, if at all.
We will need to continue to raise funds in the future, and funds may not be available on acceptable terms, or at all.
As of June 30, 2011, we had cash and cash equivalents of $18.9 million, with current liabilities of $2.8 million. We believe we
have sufficient currently available working capital to fund our currently planned operations through at least calendar year 2012,
including completion of our ongoing Phase 2B clinical trial with bremelanotide for the treatment of FSD, but our currently available
working capital is not sufficient to complete required clinical trials for any of our product candidates. We will need additional funding to
complete required clinical trials and, assuming those clinical trials are successful, as to which there can be no assurance, complete
submission of required regulatory applications to the FDA for any of our product candidates. We expect that the Phase 3
bremelanotide clinical trial program for FSD will require significant additional resources and capital.
We do not have any source of significant recurring revenue, and must depend on financing or partnering to sustain our
operations. We may raise additional funds through public or private equity financings, debt financings, collaborative arrangements on
our product candidates or other sources. However, additional funding may not be available on acceptable terms, or at all. To obtain
additional funding, we may need to enter into arrangements that require us to develop only certain of our product candidates or
relinquish rights to certain technologies, product candidates and/or potential markets.
If we are unable to raise sufficient additional funds when needed, we may be required to curtail operations significantly,
cease clinical trials and further decrease staffing levels. We may seek to license, sell or otherwise dispose of our product candidates,
technologies and contractual rights, including rights under our research collaboration and license agreement with AstraZeneca, on
the best possible terms available. Even if we are able to license, sell or otherwise dispose of our product candidates, technologies
and contractual rights, it is likely to be on unfavorable terms and for less value than if we had the financial resources to develop or
otherwise advance our product candidates, technologies and contractual rights ourselves.
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We have a limited operating history upon which to base an investment decision.
Our operations are primarily focused on acquiring, developing and securing our proprietary technology, conducting preclinical
and clinical studies and formulating and manufacturing on a small-scale basis our principal product candidates. These operations
provide a limited basis for stockholders to assess our ability to commercialize our product candidates.
We have not yet demonstrated our ability to perform the functions necessary for the successful commercialization of any of
our current product candidates. The successful commercialization of our product candidates will require us to perform a variety of
functions, including:
· continuing to conduct preclinical development and clinical trials;
· participating in regulatory approval processes;
· formulating and manufacturing products, or having third parties formulate and manufacture products;
· post-approval monitoring and surveillance of our products;
· conducting sales and marketing activities, either alone or with a partner; and
· obtaining additional capital.
If we are unable to obtain regulatory approval of any of our product candidates, to successfully commercialize any products for which
we receive regulatory approval or to obtain additional capital, we may not be able to recover our investment in our development
efforts.
We may not be able to obtain regulatory approval of bremelanotide for FSD even if the product is effective in treating FSD.
Approval of bremelanotide for treatment of FSD in premenopausal women requires determination by the FDA that the product is both
safe and effective. Increases in blood pressure observed in some patients receiving nasally administered bremelanotide was a
significant factor leading us to discontinue work on nasally administered bremelanotide for sexual dysfunction. Studies we have
conducted with subcutaneously administered bremelanotide suggest that transient elevations of blood pressure are dependent on
both the specific patient population and the dose administered. Based on these studies, we believe that bremelanotide will be
effective in treating FSD at doses that do not result in unacceptable increases in blood pressure or other unacceptable adverse
events. However, results obtained in later phases of clinical trials, including our ongoing Phase 2B clinical trial and any future Phase
3 clinical trial, may be inconsistent with results obtained in earlier studies, and may demonstrate an unacceptable safety profile. It is
also possible that safety results obtained in later phases of clinical trials will be inconclusive, and it will not be possible to predict, with
any assurance, whether the FDA will approve bremelanotide for any indications. The FDA may deny or delay approval of any
application for bremelanotide if the FDA determines that the clinical data do not adequately establish the safety of the drug even if
efficacy is established. Bremelanotide could take a significantly longer time to obtain approval than we expect and it may never gain
approval. If regulatory approval of bremelanotide is delayed or never obtained, our business and our liquidity would be adversely
affected.
Development and commercialization of our product candidates involves a lengthy, complex and costly process, and we
may never successfully develop or commercialize any product.
Our product candidates are at various stages of research and development, will require regulatory approval, and may never be
successfully developed or commercialized. Our product candidates will require significant further research, development and testing
before we can seek regulatory approval to market and sell them.
We must demonstrate that our product candidates are safe and effective for use in patients in order to receive regulatory approval for
commercial sale. Preclinical studies in animals, using various doses and formulations, must be performed before we can begin
human clinical trials. Even if we obtain favorable results in the preclinical studies, the results in humans may be different. Numerous
small-scale human clinical trials may be necessary to obtain initial data on a product candidate’s safety and efficacy in humans before
advancing to large-scale human clinical trials. We face the risk that the results of our trials in later phases of clinical trials may be
inconsistent with those obtained in earlier phases. Adverse or inconclusive results could delay the progress of our development
programs and may prevent us from filing for regulatory approval of our product candidates. Additional factors that can cause delay or
termination of our human clinical trials include:
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· the availability of sufficient capital to sustain operations and clinical trials;
· timely completion of clinical site protocol approval and obtaining informed consent from subjects;
· the rate of patient enrollment in clinical studies;
· adverse medical events or side effects in treated patients; and
· lack of effectiveness of the product being tested.
You should evaluate us in light of these uncertainties, delays, difficulties and expenses commonly experienced by early stage
biopharmaceutical companies, as well as unanticipated problems and additional costs relating to:
· product approval or clearance;
· regulatory compliance;
· good manufacturing practices;
· intellectual property rights;
· product introduction; and
· marketing and competition.
The regulatory approval process is lengthy, expensive and uncertain, and may prevent us from obtaining the approvals we
require.
Government authorities in the United States and other countries extensively regulate the advertising, labeling, storage, record-
keeping, safety, efficacy, research, development, testing, manufacture, promotion, marketing and distribution of drug products. Drugs
are subject to rigorous regulation by the FDA and similar regulatory bodies in other countries. The steps ordinarily required by the
FDA before a new drug may be marketed in the United States include:
· completion of non-clinical tests including preclinical laboratory and formulation studies and animal testing and toxicology;
· submission to the FDA of an IND application, which must become effective before clinical trials may begin;
· performance of adequate and well-controlled Phase 1, 2 and 3 human clinical trials to establish the safety and efficacy of
the drug for each proposed indication;
· submission to the FDA of an NDA;
· FDA review and approval of the NDA before any commercial marketing or sale; and
· Compliance with post-approval commitments and requirements.
Satisfaction of FDA pre-market approval requirements for new drugs typically takes a number of years and the actual time required for
approval may vary substantially based upon the type, complexity and novelty of the product or disease. The results of product
development, preclinical studies and clinical trials are submitted to the FDA as part of an NDA. The NDA also must contain extensive
manufacturing information. Once the submission has been accepted for filing, the FDA generally has ten months to review the
application and respond to the applicant. The review process is often significantly extended by FDA requests for additional
information or clarification. Success in early stage clinical trials does not assure success in later stage clinical trials. Data obtained
from clinical trials is not always conclusive and may be susceptible to varying interpretations that could delay, limit or prevent
regulatory approval. The FDA may refer the NDA to an advisory committee for review, evaluation and recommendation as to whether
the application should be approved, but the FDA is not bound by the recommendation of the advisory committee. The FDA may deny
or delay approval of applications that do not meet applicable regulatory criteria or if the FDA determines that the clinical data do not
adequately establish the safety and efficacy of the drug. Therefore, our proposed products could take a significantly longer time than
we expect or may never gain approval. If regulatory approval is delayed or never obtained, our business and our liquidity would be
adversely affected.
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Upon approval, a product candidate may be marketed only in those dosage forms and for those indications approved by the FDA.
Once approved, the FDA may withdraw the product approval if compliance with regulatory requirements is not maintained or if
problems occur after the product reaches the marketplace. In addition, the FDA may require post-marketing studies, referred to as
Phase 4 studies, to monitor the approved products in a larger number of patients than were required for product approval and may
limit further marketing of the product based on the results of these post-market studies. The FDA has broad post-market regulatory
and enforcement powers, including the ability to seek injunctions, levy fines and civil penalties, criminal prosecution, withdraw
approvals and seize products or request recalls.
If regulatory approval of any of our product candidates is granted, it will be limited to certain disease states or conditions. Adverse
experiences with the product must be reported to the FDA and could result in the imposition of market restriction through labeling
changes or in product removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or
if problems concerning safety or efficacy of the product occur following approval.
Outside the United States, our ability to market our product candidates will also depend on receiving marketing authorizations from
the appropriate regulatory authorities. The foreign regulatory approval process generally includes all of the risks associated with FDA
approval described above. The requirements governing the conduct of clinical trials and marketing authorization vary widely from
country to country. At present, foreign marketing authorizations are applied for at a national level, although within the European
Community, or EC, registration procedures are available to companies wishing to market a product to more than one EC member
state. If the regulatory authority is satisfied that adequate evidence of safety, quality and efficiency has been presented, a marketing
authorization will be granted.
If any approved product does not achieve market acceptance, our business will suffer.
Regulatory approval for the marketing and sale of any of our product candidates does not assure the product’s commercial success.
Any approved product will compete with other products manufactured and marketed by major pharmaceutical and other
biotechnology companies. The degree of market acceptance of any such product will depend on a number of factors, including:
· perceptions by members of the healthcare community, including physicians, about its safety and effectiveness;
· cost-effectiveness relative to competing products and technologies;
· availability of reimbursement for our products from third party payors such as health insurers, health maintenance
organizations and government programs such as Medicare and Medicaid; and
· advantages over alternative treatment methods.
If any approved product does not achieve adequate market acceptance, our business, financial condition and results of operations will
be adversely affected.
We rely on third parties to conduct clinical trials for our product candidates and their failure to timely perform their
obligations could significantly harm our product development.
We rely on outside scientific collaborators such as researchers at clinical research organizations and universities in certain areas that
are particularly relevant to our research and product development plans, such as the conduct of clinical trials and non-clinical tests.
There is competition for these relationships, and we may not be able to maintain our relationships with them on acceptable terms.
These outside collaborators generally may terminate their engagements with us at any time. As a result, we can control their activities
only within certain limits, and they will devote only a certain amount of their time to conduct research on our product candidates and
develop them. If they do not successfully carry out their duties under their agreements with us, fail to inform us if these trials fail to
comply with clinical trial protocols or fail to meet expected deadlines, our ability to develop our product candidates and obtain
regulatory approval on a timely basis, if at all, may be adversely affected.
Delays in the completion of our ongoing Phase 2B bremelanotide clinical trials could result from slow subject enrollment, failure to
timely obtain clinical trial protocol approval and informed consent from subjects, delays in obtaining, entering or analyzing clinical
data, FDA interventions and other potential reasons. Delays in the completion of our ongoing Phase 2B bremelanotide clinical trials
could significantly extend the time for FDA approval and commercial launch of bremelanotide, and could adversely affect our product
development cost estimates. Although it is our objective to obtain results from the ongoing Phase 2B trial in the second half of
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calendar year 2012, we can give no assurance that we will meet this objective, or that the results of the Phase 2B trial will warrant
proceeding with a Phase 3 trial and seeking regulatory approval for bremelanotide. Any such negative developments would adversely
affect our business, financial conditions and results of operations.
Production and supply of our product candidates depend on contract manufacturers over whom we have no control.
We do not have the facilities to manufacture bremelanotide, PL-3994, melanocortin receptor agonist compounds or our other
potential products. Our contract manufacturers must perform these manufacturing activities in a manner that complies with FDA
regulations. Our ability to control third-party compliance with FDA requirements will be limited to contractual remedies and rights of
inspection. The manufacturers of approved products and their manufacturing facilities will be subject to continual review and periodic
inspections by the FDA and other authorities where applicable, and must comply with ongoing regulatory requirements, including the
FDA’s GMPs regulations. Failure of third-party manufacturers to comply with GMPs or other FDA requirements may result in
enforcement action by the FDA. Failure to conduct their activities in compliance with FDA regulations could delay our development
programs or negatively impact our ability to receive FDA approval of our potential products or continue marketing if they are
approved. Establishing relationships with new suppliers, who must be FDA-approved, is a time-consuming and costly process.
We are subject to extensive regulation in connection with the laboratory practices and the hazardous materials we use.
We are subject to various laws and regulations regarding laboratory practices, the experimental use of animals and the use and
disposal of hazardous or potentially hazardous substances in connection with our research. In each of these areas, as noted above,
the FDA and other regulatory authorities have broad regulatory and enforcement powers, including the ability to levy fines and civil
penalties, suspend or delay issuance of approvals, seize or recall products and withdraw approvals, any one or more of which could
have a material adverse effect on us. We are also subject to numerous federal, state and local laws relating to such matters as safe
working conditions, manufacturing practices, environmental protection, fire hazard control and disposal of hazardous or potentially
hazardous substances. Although we have suspended research and development efforts on new product candidates, we are
maintaining selected laboratory capabilities, and will be subject to regulations in connection with use of our laboratory facilities,
disposal of chemicals and hazardous or potentially hazardous substances, and decommissioning and disposing of laboratory
equipment. We may incur significant costs to comply with such laws and regulations now or in the future.
Contamination or injury from hazardous materials used in the development of our products could result in a liability
exceeding our financial resources.
Our research and development has involved the use of hazardous materials and chemicals, including radioactive compounds. We
cannot completely eliminate the risk of contamination or injury from these materials. In the event of contamination or injury, we may
be responsible for any resulting damages. Damages could be significant and could exceed our financial resources, including the
limits of our insurance.
We have no experience in marketing, distributing and selling products and will substantially rely on our marketing partners
to provide these capabilities.
We are developing bremelanotide for FSD and may develop other melanocortin receptor agonist compounds for sexual dysfunction
and PL-3994 for the treatment of asthma, heart failure and related indications. We do not have marketing partners for any of these
products. If any of these products are approved by the FDA or other regulatory authorities, we must either develop marketing,
distribution and selling capacity and expertise, which will be costly and time consuming, or enter into agreements with other
companies to provide these capabilities. We may not be able to enter into suitable agreements on acceptable terms, if at all.
We do not control the development of compounds licensed to third parties and, as a result, we may not realize a significant
portion of the potential value of any such license arrangements.
Under our research collaboration and license agreement with AstraZeneca for our melanocortin-based therapeutic compounds for
obesity, diabetes and related metabolic syndrome, we have no direct control over the development of compounds and have only
limited, if any, input on the direction of development efforts. If the results of development efforts are negative or inconclusive,
AstraZeneca may decide to abandon further development of this program, including terminating the agreement, by giving us notice of
termination. Because much of the potential value of the license arrangement with AstraZeneca is contingent upon the successful
development and commercialization of the licensed technology, the ultimate value of this license will depend on the efforts of
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AstraZeneca. If AstraZeneca does not succeed in developing the licensed technology for any reason, or elects to discontinue the
development of this program, we may be unable to realize the potential value of this arrangement. Compounds developed during the
collaboration phase of our agreement with AstraZeneca are subject to the same payment terms as licensed compounds, but
intellectual property relating to collaboration compounds is owned by AstraZeneca. If AstraZeneca does not succeed in developing
collaboration compounds, we will not realize any value with respect to those compounds.
If the market opportunities for bremelanotide and our other products in development are smaller than we anticipate, then
our future revenues and business may be adversely affected.
There are no FDA approved products for treatment of FSD, and thus the size and other parameters relating to the market are not
known. The market opportunity for bremelanotide may be smaller than we anticipate. If it is smaller, it may be difficult for us to find
marketing partners for bremelanotide, and our ability to generate bremelanotide revenue and business may be adversely affected.
This is also true with respect to PL-3994 and other products in development.
Competing products and technologies may make our proposed products noncompetitive.
There are other products being developed for FSD, including a product currently in Phase 3 clinical trials. There is competition to
develop drugs for treatment of FSD in both premenopausal and postmenopausal patients. Our bremelanotide drug product is intended
to be administered by subcutaneous injection, and a drug product for the same indication which utilizes another route of
administration, such as a conventional oral drug product, may make subcutaneous bremelanotide noncompetitive.
There are three oral FDA-approved PDE-5 inhibitor drugs for the treatment of ED, other approved products and devices for
ED, and other products in development for treatment of ED, including products in clinical trials. There is competition to develop drugs
for ED in patients non-responsive to PDE-5 inhibitor drugs, and to develop drugs for treatment of FSD.
There are a large number of products approved for use in asthma, and a number of other products being developed for treatment of
acute exacerbations of asthma, including products in clinical trials. There is intense competition to develop drugs for treatment of
acute exacerbations of asthma.
We are aware of one recombinant natriuretic peptide product for acutely decompensated congestive heart failure approved and
marketed in the United States, and another recombinant natriuretic peptide product approved and marketed in Japan. Clinical trials
on other natriuretic peptide products are being conducted in the United States. In addition, other products for treatment of heart
failure are either currently being marketed or in development.
The biopharmaceutical industry is highly competitive. We are likely to encounter significant competition with respect to
bremelanotide, other melanocortin receptor agonist compounds and PL-3994. Most of our competitors have substantially greater
financial and technological resources than we do. Many of them also have significantly greater experience in research and
development, marketing, distribution and sales than we do. Accordingly, our competitors may succeed in developing, marketing,
distributing and selling products and underlying technologies more rapidly than we can. These competitive products or technologies
may be more effective and useful or less costly than bremelanotide, other melanocortin receptor agonist compounds or PL-3994. In
addition, academic institutions, hospitals, governmental agencies and other public and private research organizations are also
conducting research and may develop competing products or technologies on their own or through strategic alliances or collaborative
arrangements.
Our ability to achieve revenues from the sale of our products in development will depend, in part, on our ability to obtain
adequate reimbursement from Medicare, Medicaid, private insurers and other healthcare payers.
Our ability to successfully commercialize our products in development will depend, in significant part, on the extent to which we or our
marketing partners can obtain reimbursement for our products and also reimbursement at appropriate levels for the cost of our
products. Obtaining reimbursement from governmental payers, insurance companies, HMOs and other third-party payers of
healthcare costs is a time-consuming and expensive process. There is no guarantee that our products will ultimately be reimbursed.
There is significant uncertainty concerning third-party reimbursement for the use of any pharmaceutical product incorporating new
technology and we are not sure whether third-party reimbursement will be available for our proposed products once approved, or that
the reimbursement, if obtained, will be adequate. There are no approved products for treating FSD, and thus is significant uncertainty
concerning the extent and scope of third-party reimbursement for products treating FSD. If we are able to obtain reimbursement,
continuing efforts by governmental and third party payers to contain or reduce costs of healthcare may adversely affect our future
revenues and ability to achieve profitability. Third-party payers
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are increasingly challenging the prices charged for diagnostic and therapeutic products and related services. Reimbursement from
governmental payers is subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings and other
policy changes, all of which could materially decrease the range of products for which we are reimbursed or the rates of
reimbursement by government payers. In addition, recent legislation reforming the healthcare system may result in lower prices or
the actual inability of prospective customers to purchase our products in development. The cost containment measures that
healthcare payers and providers are instituting and the effect of any healthcare reform could materially and adversely affect our ability
to operate profitably. Furthermore, even if reimbursement is available, it may not be available at price levels sufficient for us to realize
a positive return on our investment.
If we fail to adequately protect or enforce our intellectual property rights or secure rights to patents of others, the value of
our intellectual property rights would diminish.
Our success, competitive position and future revenues will depend in part on our ability and the abilities of our licensors to obtain and
maintain patent protection for our products, methods, processes and other technologies, to preserve our trade secrets, to prevent
third parties from infringing on our proprietary rights and to operate without infringing the proprietary rights of third parties. We cannot
predict:
· the degree and range of protection any patents will afford us against competitors, including whether third parties will find
ways to invalidate or otherwise circumvent our patents;
· if and when patents will be issued;
· whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent
applications; and
· whether we will need to initiate litigation or administrative proceedings, which may be costly whether we win or lose.
If our products, methods, processes and other technologies infringe the proprietary rights of other parties, we could incur substantial
costs and we may have to:
· obtain licenses, which may not be available on commercially reasonable terms, if at all;
· redesign our products or processes to avoid infringement;
· stop using the subject matter claimed in the patents held by others;
· pay damages; or
· defend litigation or administrative proceedings, which may be costly whether we win or lose, and which could result in a
substantial diversion of our management resources.
If we are unable to keep our trade secrets confidential, our technologies and other proprietary information may be used by
others to compete against us.
In addition to our reliance on patents, we attempt to protect our proprietary technologies and processes by relying on trade secret
laws and agreements with our employees and other persons who have access to our proprietary information. These agreements and
arrangements may not provide meaningful protection for our proprietary technologies and processes in the event of unauthorized use
or disclosure of such information. In addition, our competitors may independently develop substantially equivalent technologies and
processes or gain access to our trade secrets or technology, either of which could materially and adversely affect our competitive
position.
We may incur substantial liabilities and may be required to limit commercialization of our products in response to product
liability lawsuits.
The testing and marketing of medical products entails an inherent risk of product liability. If we cannot successfully defend ourselves
against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products or cease
clinical trials. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product
liability claims could prevent or inhibit the commercialization of pharmaceutical products we develop, alone or with corporate
collaborators. We currently carry liability insurance as to certain clinical trial risks. We, or any corporate collaborators, may not in the
future be able to obtain insurance at a reasonable cost or in sufficient amounts, if at all. Even if our agreements with any future
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corporate collaborators entitle us to indemnification against losses, such indemnification may not be available or adequate should any
claim arise.
We are highly dependent on our management team, senior staff professionals and third-party contractors and consultants,
and the loss of their services could materially adversely affect our business.
We rely on our relatively small management team and staff as well as various contractors and consultants to provide critical services.
Our ability to execute our bremelanotide and PL-3994 clinical programs and our preclinical programs on an inhaled formulation of PL-
3994 and a new peptide drug candidate for sexual dysfunction depends on our continued retention and motivation of our
management and senior staff professionals, including executive officers and senior members of product development and
management who possess significant technical expertise and experience and oversee our development programs. If we lose the
services of existing key personnel, our development programs could be adversely affected if suitable replacement personnel are not
recruited quickly. Our success also depends on our ability to develop and maintain relationships with contractors, consultants and
scientific advisors.
There is competition for qualified personnel, contractors and consultants in the pharmaceutical industry, which makes it
difficult to attract and retain the qualified personnel, contractors and consultants necessary for the development and growth of our
business.
Anti-takeover provisions of Delaware law and our charter documents may make potential acquisitions more difficult and
could result in the entrenchment of management.
We are incorporated in Delaware. Anti-takeover provisions of Delaware law and our charter documents may make a change in
control or efforts to remove management more difficult. Also, under Delaware law, our board of directors may adopt additional anti-
takeover measures. Under Section 203 of the Delaware General Corporation Law, a corporation may not engage in a business
combination with an “interested stockholder” for a period of three years after the date of the transaction in which the person first
becomes an “interested stockholder,” unless the business combination is approved in a prescribed manner.
Pursuant to approval by our stockholders at the annual meeting of stockholders held on May 11, 2011, we increased our authorized
common stock from 40,000,000 to 100,000,000. To the extent that we sell newly authorized shares, this could have the effect of
making it more difficult for a third party to acquire a majority of our outstanding voting stock.
Our charter authorizes us to issue up to 10,000,000 shares of preferred stock and to determine the terms of those shares of stock
without any further action by our stockholders. If we exercise this right, it could be more difficult for a third party to acquire a majority
of our outstanding voting stock.
In addition, our equity incentive plans generally permit us to accelerate the vesting of options and other stock rights granted under
these plans in the event of a change of control. If we accelerate the vesting of options or other stock rights, this action could make an
acquisition more costly.
The application of these provisions could have the effect of delaying or preventing a change of control, which could adversely affect
the market price of our common stock.
Risks Relating to Owning Our Common Stock
As of September 20, 2011, there were 27,128,580 shares of common stock underlying outstanding convertible preferred
stock, options, warrants and restricted stock units, and stockholders may experience dilution from the conversion of
preferred stock, exercise of outstanding options and warrants and vesting of restricted stock units.
As of September 20, 2011, holders of our outstanding dilutive securities had the right to acquire the following amounts of underlying
common stock:
· 26,865 shares issuable on the conversion of immediately convertible Series A Convertible preferred stock, subject to
adjustment, for no further consideration;
· 24,371,817 shares issuable on the exercise of warrants at exercise prices ranging from $1.00 to $28.20 per share,
including 21,575,000 shares issuable on the exercise of warrants that are exercisable starting March 2, 2012 at an
exercise price of $1.00 per share;
· 2,229,898 shares issuable on the exercise of stock options, at exercise prices ranging from $1.30 to $42.50 per share;
and
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· 500,000 shares issuable under restricted stock units of which half vest on June 22, 2012 and the balance on June 22,
2013, subject to the fulfillment of service conditions.
If the holders convert, exercise or receive those securities, or similar dilutive securities we may issue in the future, stockholders may
experience dilution in the net tangible book value of their common stock. In addition, the sale or availability for sale of the underlying
shares in the marketplace could depress our stock price. We have registered or agreed to register for resale substantially all of the
underlying shares listed above. Holders of registered underlying shares could resell the shares immediately upon issuance, which
could result in significant downward pressure on our stock price.
Our stock price is volatile and we expect it to remain volatile, which could limit investors’ ability to sell stock at a profit.
The volatile price of our stock makes it difficult for investors to predict the value of their investment, to sell shares at a profit at any
given time, or to plan purchases and sales in advance. A variety of factors may affect the market price of our common stock. These
include, but are not limited to:
· publicity regarding actual or potential clinical results relating to products under development by our competitors or us;
· delay or failure in initiating, completing or analyzing preclinical or clinical trials or unsatisfactory designs or results of
these trials;
· interim decisions by regulatory agencies, including the FDA, as to clinical trial designs, acceptable safety profiles and the
benefit/risk ratio of products under development;
· achievement or rejection of regulatory approvals by our competitors or by us;
· announcements of technological innovations or new commercial products by our competitors or by us;
· developments concerning proprietary rights, including patents;
· developments concerning our collaborations;
· regulatory developments in the United States and foreign countries;
· economic or other crises and other external factors;
· period-to-period fluctuations in our revenue and other results of operations;
· changes in financial estimates by securities analysts; and
· sales of our common stock.
We will not be able to control many of these factors, and we believe that period-to-period comparisons of our financial results will not
necessarily be indicative of our future performance. If our revenues, if any, in any particular period do not meet expectations, we may
not be able to adjust our expenditures in that period, which could cause our operating results to suffer further. If our operating results
in any future period fall below the expectations of securities analysts or investors, our stock price may fall by a significant amount.
For the 12 month period ended August 31, 2011, the price of our stock has been volatile, ranging from a high of $1.90 per share to a
low of $0.70 per share.
In addition, the stock market in general, and the market for biotechnology companies in particular, has experienced extreme price and
volume fluctuations that may have been unrelated or disproportionate to the operating performance of individual companies. These
broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating
performance.
We have implemented a reverse stock split, which has reduced our trading volume and may result in a decrease in our
market capitalization.
Effective September 27, 2010, we implemented a one-for-ten reverse stock split. This reverse stock split was implemented because
we had received notice that the NYSE Amex, the exchange on which our common stock is listed, deemed it appropriate for us to
effect a reverse stock split because of the low selling price of our common stock. We cannot guarantee that the price increase of our
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common stock price resulting from the reverse split will:
· be proportionate to the reverse split ratio;
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· last in the marketplace for any length of time;
· be at a price sufficient to meet the listing requirements of the NYSE Amex; or
· be sufficient to facilitate raising capital.
We do not intend to pay cash dividends in the foreseeable future.
We do not anticipate paying any cash dividends in the foreseeable future and intend to retain future earnings, if any, for the
development and expansion of our business. In addition, the terms of existing or future agreements may limit our ability to pay
dividends. Therefore, our stockholders will not receive a return on their shares unless the value of their shares increases.
Item 1B. Unresolved Staff Comments.
Inapplicable.
Item 2. Properties.
Our corporate offices and research and development facilities are located at 4C Cedar Brook Drive, Cedar Brook Corporate
Center, Cranbury, NJ 08512, where we lease approximately 28,000 square feet under a lease which expires in July 2012. We also
lease 10,000 square feet of additional office space in another building in the same center under a lease that expires in 2015. The
10,000 square feet of additional office space is subleased to a third party under a sublease that expires February 2012. The leased
properties are in good condition.
Item 3. Legal Proceedings.
We are involved, from time to time, in various claims and legal proceedings arising in the ordinary course of our business. We are not
currently a party to any such claims or proceedings that, if decided adversely to us, would either individually or in the aggregate have
a material adverse effect on our business, financial condition or results of operations.
Item 4. (Removed and Reserved)
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The table below provides, for the fiscal quarters indicated, the reported high and low sales prices for our common stock on
the NYSE Amex since July 1, 2009. Prices per share of our common stock have been adjusted for the one-for-ten reverse stock split
on September 27, 2010 on a retroactive basis.
FISCAL YEAR ENDED JUNE 30, 2011
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
FISCAL YEAR ENDED JUNE 30, 2010
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
HIGH
LOW
HIGH
$1.38
1.45
1.90
2.40
$3.50
3.70
4.40
4.80
$0.79
0.78
0.84
1.26
$1.70
2.50
2.30
2.20
LOW
Our common stock has been listed on NYSE Amex under the symbol “PTN” since December 21, 1999. It previously traded on
The Nasdaq SmallCap Market under the symbol “PLTN.”
Holders of common stock. On September 20, 2011, we had approximately 226 record holders of common stock and
the closing sales price of our common stock as reported on the NYSE Amex was $0.65 per share.
Dividends and dividend policy. We have never declared or paid any dividends. We currently intend to retain earnings, if any,
for use in our business. We do not anticipate paying dividends in the foreseeable future.
Dividend restrictions. Our outstanding Series A Preferred Stock, consisting of 4,997 shares on September 20, 2011, provides that we
may not pay a dividend or make any distribution to holders of any class of stock unless we first pay a special dividend or distribution
of $100 per share to the holders of the Series A Preferred Stock.
Equity Compensation Plan Information. Reference is made to the information contained in the Equity Compensation Plan table
contained in Item 12 of this Annual Report.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes to
the consolidated financial statements filed as part of this Annual Report.
Critical Accounting Policies.
Our significant accounting policies are described in Note 2 to the consolidated financial statements included in this Annual Report.
We believe that our accounting policies and estimates relating to revenue recognition, accrued expenses and stock-based
compensation charges are the most critical.
Revenue Recognition
Revenue from corporate collaborations and licensing agreements consists of up-front fees, research and development funding and
milestone payments. Non-refundable up-front fees are deferred and amortized to revenue on a straight-line basis over the related
performance period. We estimate the performance period as the period in which we perform certain development activities under the
applicable agreement. Reimbursements for research and development activities are recorded in the period that we perform the
related activities under the terms of the applicable agreements. Revenue resulting from the achievement of milestone events
stipulated in the applicable agreements is recognized when the milestone is achieved, provided that such milestone is substantive in
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nature. Revenue from grants is recognized as we provide the services stipulated in the underlying grants based on the time and
materials incurred.
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The $10.0 million upfront payment received in January 2007 under the AstraZeneca agreement and the additional $5.0 million
received pursuant to the September 2009 amendment has been recognized as revenue over the period ended January 2010, the
completion of the research collaboration portion of the licensing and research collaboration agreement.
Accrued Expenses
Third parties perform a significant portion of our development activities. We review the activities performed under significant contracts
each quarter and accrue expenses and the amount of any reimbursement to be received from our collaborators based upon the
estimated amount of work completed. Estimating the value or stage of completion of certain services requires judgment based on
available information. If we do not identify services performed for us but not billed by the service-provider, or if we underestimate or
overestimate the value of services performed as of a given date, reported expenses will be understated or overstated.
Stock-based Compensation
The fair value of stock options granted has been calculated using the Black-Scholes option pricing model, which requires us to make
estimates of expected volatility and expected option lives. We estimate these factors at the time of grant based on our own prior
experience, public sources of information and information for comparable companies. The amount of recorded compensation related
to an option grant is not adjusted for subsequent changes in these estimates or for actual experience. The amount of our recorded
compensation is also dependent on our estimates of future option forfeitures and the probability of achievement of performance
conditions. If we initially over-estimate future forfeitures, our reported expenses will be understated until such time as we adjust our
estimate. Changes in estimated forfeitures will affect our reported expenses in the period of change and future periods.
The amount and timing of compensation expense to be recorded in future periods related to grants of restricted stock units may be
affected by employment terminations. As a result, stock-based compensation charges may vary significantly from period to period.
Results of Operations
Year Ended June 30, 2011 Compared to the Year Ended June 30, 2010:
Revenue – For the fiscal year ended June 30, 2011 (fiscal 2011), we recognized $1.5 million in revenue, which includes $1.0 million
of federal grants under the Patient Protection and Affordable Care Act of 2010, compared to $14.2 million for the fiscal year ended
June 30, 2010 (fiscal 2010).
Revenue from AstraZeneca for fiscal 2011 consisted of $0.5 million of reimbursement of development costs and per-employee
compensation, earned at the contractual rate. Revenue from AstraZeneca for fiscal 2010 consisted of $3.2 million related to our
research services performed, and $11.0 million related to AstraZeneca’s up-front license fee. In connection with the completion of the
research collaboration portion of the licensing and research collaboration agreement, we recognized as revenue in fiscal 2010 all
remaining deferred up-front license fees received from AstraZeneca. We may also earn contract revenue based on the attainment of
development milestones.
Research and Development – Research and development expenses decreased to $10.4 million for fiscal 2011 compared to
$12.3 million for fiscal 2010. The decrease is the result of reducing staffing levels pursuant to our strategic decision announced in
September 2010 to focus resources and efforts on clinical trials of bremelanotide and PL-3994 and preclinical development of an
inhaled formula of PL-3994 and a new peptide drug candidate for sexual dysfunction.
Research and development expenses related to our bremelanotide, PL-3994, peptide melanocortin agonist, obesity,
NeutroSpec and other preclinical programs were $3.9 million and $4.1 million in fiscal years 2011 and 2010, respectively. Spending to
date has been primarily related to our Phase 2B clinical trial evaluating the efficacy and safety of bremelanotide for the treatment of
FSD and secondarily to the identification and optimization of lead compounds and to study the effects of melanocortin receptor-
specific compounds on food intake, obesity and other metabolic parameters and preclinical studies and a Phase 1 trial with
subcutaneously administered bremelanotide. The amount of such spending and the nature of future development activities are
dependent on a number of factors, including primarily the availability of funds to support future development activities, success of our
clinical trials and preclinical and discovery programs, and our ability to progress compounds in addition to bremelanotide and PL-3994
into human clinical trials.
The historical amounts of project spending above exclude general research and development spending, which decreased to
$6.5 million for fiscal 2011 compared to $8.2 million for fiscal 2010. This decrease is the result
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Table of Contents
of reducing staffing levels pursuant to our strategic decision announced in September 2010 to focus resources and efforts
on clinical trials of bremelanotide and PL-3994 and preclinical development of an inhaled formula of PL-3994 and a new
peptide drug candidate for sexual dysfunction.
Cumulative spending from inception to June 30, 2011 on our bremelanotide, NeutroSpec (a previously marketed imaging product on
which all work is suspended) and other programs (which includes PL-3994, other melanocortin receptor agonists, obesity and other
discovery programs) amounts to approximately $141.4 million, $55.6 million and $58.9 million, respectively. Due to various risk factors
described in this Annual Report, including the difficulty in currently estimating the costs and timing of future Phase 1 clinical trials and
larger-scale Phase 2 and Phase 3 clinical trials for any product under development, we cannot predict with reasonable certainty
when, if ever, a program will advance to the next stage of development or be successfully completed, or when, if ever, related net
cash inflows will be generated. See Item 1A - Risk Factors.
General and Administrative – General and administrative expenses decreased to $4.8 million for fiscal 2011 compared to
$4.9 million for fiscal 2010. The decrease is the result of reducing staffing levels pursuant to our strategic decision announced in
September 2010 to focus resources and efforts on clinical trials of bremelanotide and PL-3994 and preclinical development of an
inhaled formula of PL-3994 and a new peptide drug candidate for sexual dysfunction, offset by the granting of cash and equity
bonuses to employees approved by our compensation committee in June 2011.
Income Tax Benefit – Income tax benefits of $0.6 million in fiscal 2011 and $1.0 million in fiscal 2010 relate to the sale of New Jersey
state net operating loss carryforwards. The amount of such losses and tax credits that we are able to sell depends on annual pools
and allocations established by the state of New Jersey.
Year Ended June 30, 2010 Compared to the Year Ended June 30, 2009:
Revenue – For the fiscal year ended June 30, 2010 (fiscal 2010), we recognized $14.2 million in revenue compared to $11.4 million
for the fiscal year ended June 30, 2009 (fiscal 2009) pursuant to our research collaboration and license agreement with AstraZeneca.
Revenue from AstraZeneca for fiscal 2010 and fiscal 2009 consists of $3.2 million and $9.7 million, respectively, of revenue related to
our research services performed during those periods, and $11.0 million and $1.7 million, respectively, of revenue related to
AstraZeneca’s up-front license fee. In connection with the completion of the research collaboration portion of the research
collaboration and license agreement, we recognized as revenue in fiscal 2010 all remaining deferred up-front license fees received
from AstraZeneca. Future contract revenue from AstraZeneca, in the form of reimbursement of development costs, will fluctuate
based on development activities in our obesity program. We may also earn contract revenue based on the attainment of development
milestones.
Research and Development – Research and development expenses decreased to $12.3 million for fiscal 2010 compared to
$13.4 million for fiscal 2009. The decrease is the result of the restructuring of our clinical-stage product portfolio and development
programs.
Research and development expenses related to our bremelanotide, other melanocortin receptor agonists, PL-3994, obesity,
NeutroSpec and other preclinical programs were $4.1 million in each of fiscal years 2010 and 2009. Spending to date has been
primarily related to the identification and optimization of lead compounds, and secondarily to study the effects of melanocortin
receptor-specific compounds on food intake, obesity and other metabolic parameters and preclinical studies and a Phase 1 trial with
subcutaneously administered bremelanotide. The amount of such spending and the nature of future development activities are
dependent on a number of factors, including primarily the availability of funds to support future development activities, success of our
clinical trials and preclinical and discovery programs, and our ability to progress compounds in addition to bremelanotide and PL-3994
into human clinical trials.
The historical amounts of project spending above exclude general research and development spending, which decreased to
$8.2 million for fiscal 2010 compared to $9.3 million for fiscal 2009. The decrease is primarily related to management’s refinement of
operations and expense control.
Cumulative spending from inception to June 30, 2010 on our bremelanotide, NeutroSpec and other programs (which include PL-
3994, other melanocortin receptor agonists, obesity and other discovery programs) amounts to $133.2 million, $55.5 million and $56.8
million, respectively. Due to various risk factors described in this Annual Report, including the difficulty in currently estimating the
costs and timing of future Phase 1 clinical trials and larger-scale Phase 2 and Phase 3 clinical trials for any product under
development, we cannot predict with reasonable certainty when, if ever, a program will advance to the next stage of development or
be successfully completed, or when, if ever, related net cash inflows will be generated.
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General and Administrative – General and administrative expenses decreased to $4.9 million for fiscal 2010 compared to
$5.3 million for fiscal 2009. The decrease is primarily related to management’s refinement of operations and expense control.
Income Tax Benefit – Income tax benefits of $1.0 million in fiscal 2010 and $1.7 million in fiscal 2009 relate to the sale of New Jersey
state net operating loss carryforwards. The amount of such losses and tax credits that we are able to sell depends on annual pools
and allocations established by the state of New Jersey.
Liquidity and Capital Resources
Since inception, we have incurred net operating losses, primarily related to spending on our research and development
programs. We have financed our net operating losses primarily through equity financings and amounts received under collaborative
agreements.
Our product candidates are at various stages of development and will require significant further research, development and testing
and some may never be successfully developed or commercialized. We may experience uncertainties, delays, difficulties and
expenses commonly experienced by early stage biopharmaceutical companies, which may include unanticipated problems and
additional costs relating to:
· the development and testing of products in animals and humans;
· product approval or clearance;
· regulatory compliance;
· good manufacturing practices;
· intellectual property rights;
· product introduction;
· marketing, sales and competition; and
· obtaining sufficient capital.
Failure to enter into collaboration agreements and obtain timely regulatory approval for our product candidates and indications would
impact our ability to increase revenues and could make it more difficult to attract investment capital for funding our operations. Any of
these possibilities could materially and adversely affect our operations and require us to curtail or cease certain programs.
During fiscal 2011, we used $11.0 million of cash for our operating activities, compared to $5.7 million used in fiscal 2010 and $5.4
million used in fiscal 2009. Higher net cash outflows from operations in fiscal 2011 resulted primarily from lower revenues. Net cash
outflows from operations in fiscal 2010 were favorably impacted by the decrease in research and development expenses and the
receipt of $5.0 million in additional payments from AstraZeneca. Net cash outflows from operations in fiscal 2009 were favorably
impacted by the receipt of $6.6 in additional payments from AstraZeneca. Our periodic accounts receivable balances will continue to
be highly dependent on the timing of receipts from collaboration partners and the division of development responsibilities between us
and our collaboration partners.
During fiscal 2011, cash provided by investing activities was $3.4 million from the sale of available-for-sale investments.
During fiscal 2010 and 2009, cash provided by investing activities consisted mainly of the sale of supplies and equipment amounting
to $45,000 and $0.7 million, respectively.
During fiscal 2011, cash provided by financing activities was approximately $21.0 million, primarily from net proceeds pursuant to the
completion of our firm commitment public offering that closed on March 1, 2011 offset by payments on capital lease obligations of
$23,000 and payment of withholding taxes related to restricted stock units of $26,000. The offering consisted of the sale of 23,000,000
units at a price to the public of $1.00 per unit. The units consisted of 23,000,000 shares of our common stock, Series A warrants to
purchase 2,000,000 shares of our common stock, and Series B warrants to purchase 21,000,000 shares of our common stock. During
fiscal 2010, net cash provided by financing activities was $6.7 million, primarily reflecting the aggregate net proceeds of
approximately $7.0 million from the sales in August 2009, February 2010 and June 2010 of 948,485 units, 962,963 units and
1,000,000 units, respectively, in registered direct offerings. Each unit from the August 2009 offering consisted of one share of
common stock and a five-year warrant to purchase 0.35 shares of common stock. Each unit from the February 2010 offering
consisted of one share of common stock, a Series A warrant exercisable for 0.33 shares of our common stock and a Series B warrant
exercisable for 0.33 shares of common stock. During fiscal
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Table of Contents
2009, net cash used in financing activities was $0.3 million, consisting entirely of payments on capital lease obligations.
We have incurred cumulative negative cash flows from operations since our inception, and have expended, and expect to continue to
expend in the future, substantial funds to complete our planned product development efforts. As of June 30, 2011, our cash and cash
equivalents were $18.9 million and our current liabilities were $2.8 million.
We believe that our cash and cash equivalents as of June 30, 2011, are adequate to fund our planned operations, including
completion of our ongoing Phase 2B clinical trial with bremelanotide for FSD, through at least calendar year 2012. We have made the
strategic decision to focus resources and efforts on our Phase 2B clinical trial with bremelanotide for FSD, while conducting limited
development work on PL-3994, including development of an inhaled formulation of PL-3994. We have ceased research and
development efforts on new product candidates. However, we do not intend to expend substantial amounts on PL-3994, new peptide
drug candidates for sexual dysfunction or other programs unless we obtain additional capital, through collaborative arrangements or
other sources, to support such activities.
These funds are not sufficient to complete all of the clinical trials required for product approval for any of our products. We
expect that the Phase 3 bremelanotide clinical trial program for FSD, which will not commence before calendar year 2013, will require
significant additional resources and capital. We intend to seek additional capital through public or private equity or debt financings,
collaborative arrangements on our product candidates, or other sources. However, sufficient additional funding to support projected
operations, including Phase 3 clinical trials with bremelanotide or preclinical studies and clinical trials with PL-3994, or both, may not
be available on acceptable terms or at all. If additional funding is not available, we will be required to seek collaborators for our
product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise
be available, and relinquish, license or otherwise dispose of rights on unfavorable terms to technologies and product candidates that
we would otherwise seek to develop or commercialize ourselves. The nature and timing of our development activities are highly
dependent on our financing activities.
We anticipate incurring additional losses over at least the next few years. To achieve profitability, if ever, we, alone or with others,
must successfully develop and commercialize our technologies and proposed products, conduct preclinical studies and clinical trials,
obtain required regulatory approvals and successfully manufacture and market such technologies and proposed products. The time
required to reach profitability is highly uncertain, and we do not know whether we will be able to achieve profitability on a sustained
basis, if at all.
Off-Balance Sheet Arrangements
None.
Contractual Obligations
We have entered into various contractual obligations and commercial commitments. The following table summarizes our
most significant contractual obligations as of June 30, 2011:
Facility operating leases
Capital lease obligations
License agreements
Total contractual obligations
Payments due by Period
Total
$ 2,297,435
84,934
210,000
$ 2,592,369
Less than 1 Year
$ 1,541,549
39,581
15,000
$ 1,596,130
1 - 3 Years
3 - 5 Years
$ 530,711
45,353
30,000
$ 606,064
$ 225,175
-
30,000
$ 255,175
More than 5
Years
-
-
135,000
$ 135,000
Our license agreement related to NeutroSpec require royalty payments on commercial net sales and payments of up to $2.25 million
contingent on the achievement of specified cumulative net margins on sales by Mallinckrodt. No contingent amounts will be payable
related to NeutroSpec unless we recommence sales and marketing of NeutroSpec. We do not expect to make any such contingent
payments during the next twelve months.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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Table of Contents
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements are filed as part of this Annual Report:
Table of Contents
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
28
Page
29
30
31
32
33
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Palatin Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of Palatin Technologies, Inc. and subsidiary (the Company) as of
June 30, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss and
cash flows for each of the years in the three-year period ended June 30, 2011. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Palatin Technologies, Inc. and subsidiary as of June 30, 2011 and 2010, and the results of their operations and their cash
flows for each of the years in the three-year period ended June 30, 2011, in conformity with U.S. generally accepted accounting
principles.
/s/ KPMG LLP
Philadelphia, Pennsylvania
September 21, 2011
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PALATIN TECHNOLOGIES, INC.
and Subsidiary
Consolidated Balance Sheets
Table of Contents
ASSETS
Current assets:
Cash and cash equivalents
Available-for-sale investments
Accounts receivable
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Restricted cash
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Capital lease obligations
Accounts payable
Accrued expenses
Accrued compensation
Unearned revenue
Total current liabilities
Capital lease obligations
Deferred rent
Total liabilities
Commitments and contingencies (Note 7)
June 30, 2011
June 30, 2010
$ 18,869,639
-
131,149
261,947
19,262,735
1,305,331
350,000
254,787
$ 21,172,853
$ 34,923
496,908
1,854,007
374,094
46,105
2,806,037
42,186
132,855
2,981,078
$ 5,405,430
3,462,189
2,879
393,313
9,263,811
2,388,365
475,000
261,701
$ 12,388,877
$ 19,670
155,795
2,219,466
-
-
2,394,931
14,284
661,389
3,070,604
Stockholders’ equity:
Preferred stock of $0.01 par value – authorized 10,000,000 shares;
Series A Convertible; issued and outstanding 4,997 shares as of June 30, 2011
and 2010, respectively
50
50
Common stock of $0.01 par value – authorized 100,000,000 shares; issued and
outstanding 34,900,591 and 11,702,818 shares as of June 30, 2011 and 2010,
respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
349,006
239,832,826
-
(221,990,107)
18,191,775
$ 21,172,853
117,028
218,236,723
138,650
(209,174,178)
9,318,273
$ 12,388,877
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
PALATIN TECHNOLOGIES, INC.
and Subsidiary
Consolidated Statements of Operations
REVENUES
License and contract
Grant
Total revenues
OPERATING EXPENSES:
Research and development
General and administrative
Total operating expenses
Loss from operations
OTHER INCOME (EXPENSE):
Investment income
Interest expense
Increase in fair value of warrants
Gain on sale of securities
Gain (loss) on disposition of supplies and equipment
Total other income, net
Loss before income taxes
Income tax benefit
NET LOSS
2011
Year Ended June 30,
2010
2009
$ 497,540
977,917
1,475,457
$ 14,180,727
-
14,180,727
$ 11,351,774
-
11,351,774
10,377,019
4,751,824
15,128,843
12,293,910
4,901,203
17,195,113
13,356,751
5,296,859
18,653,610
(13,653,386)
(3,014,386)
(7,301,836)
99,258
(10,606)
(2,266)
119,346
(5,666)
200,066
141,635
(13,165)
-
-
95,000
223,470
233,319
(26,159)
-
-
550,968
758,128
(13,453,320)
637,391
(2,790,916)
998,408
(6,543,708)
1,741,476
$ (12,815,929)
$ (1,792,508)
$ (4,802,232)
Basic and diluted net loss per common share
$ (0.64)
$ (0.18)
$ (0.56)
Weighted average number of common shares outstanding used in
computing basic and diluted net loss per common share
20,084,022
9,861,215
8,637,030
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
PALATIN TECHNOLOGIES, INC.
and Subsidiary
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss
Preferred Stock
Common Stock
Shares Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive Accumulated
Income
Deficit
Total
Balance, June 30, 2008
Stock-based
compensation
Comprehensive loss:
Unrealized gain on
investments
Net loss
Total
comprehensive
loss
Balance, June 30, 2009
Sale of common stock
units, net of costs
Exercise of options
Stock-based
compensation
Payment of withholding
taxes related to restricted
stock units
Comprehensive loss:
Unrealized gain on
investments
Net loss
Total
comprehensive
loss
Balance, June 30, 2010
Stock split adjustment for
fractional shares
Sale of common stock
units, net of costs
Reclassification of
warrants from liability to
equity
Exercise of warrants
Stock-based
compensation
Payment of withholding
taxes related to restricted
stock units
Realized gain on sale of
securities
Comprehensive loss:
Unrealized loss on
investments
Net loss
Total
comprehensive loss
Balance, June 30, 2011
4,997 $ 50
8,552,408 $ 85,524 $ 209,016,911 $ 29,117
$
(202,579,438)$ 6,552,164
-
-
-
-
113,882
1,139
1,475,434
-
-
1,476,573
-
-
-
-
-
-
-
-
86,994
-
-
(4,802,232)
86,994
(4,802,232)
4,997
50 8,666,290
86,663
210,492,345
116,111 (207,381,670)
(4,715,238)
3,313,499
-
-
-
-
-
-
-
-
2,911,448
6,725
29,114
67
6,931,491
11,371
-
172,500
1,725
966,836
-
-
-
-
-
-
6,960,605
11,438
968,561
-
(54,145)
(541)
(165,320)
(165,861)
-
-
-
-
-
-
-
-
22,539
-
-
(1,792,508)
22,539
(1,792,508)
4,997
50 11,702,818
117,028
218,236,723
138,650 (209,174,178)
(1,769,969)
9,318,273
-
-
-
-
-
-
-
-
-
-
(46)
-
-
-
23,000,000
230,000
15,688,150
-
-
-
32,200
-
322
5,115,130
64,078
-
183,500
1,835
754,762
-
(17,881)
(179)
(26,017)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(119,346)
-
-
-
15,918,150
-
-
5,115,130
64,400
-
-
-
756,597
(26,196)
(119,346)
(19,304)
-
(19,304)
(12,815,929) (12,815,929)
-
4,997 $ 50
34,900,591 $ 349,006 $ 239,832,826 $ -
(12,835,233)
$
(221,990,107)$ 18,191,775
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The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
PALATIN TECHNOLOGIES, INC.
and Subsidiary
Consolidated Statements of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization
Loss (gain) on sale/disposition of supplies and equipment
Gain on sale of available-for-sale investments
Stock-based compensation
Amortization of deferred revenue
Increase in fair value of warrants
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses, restricted cash and other assets
Accounts payable
Accrued expenses, compensation and deferred rent
Deferred revenues
Unearned revenue
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceed from sale of available-for-sale investments
Proceeds from sale of supplies and equipment
Purchases of property and equipment
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations
Payment of withholding taxes related to restricted stock units
Proceeds from sale of common stock units and exercise of
Common stock options and warrants
Net cash provided by (used in) financing
activities
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning
of year
2011
Year Ended June 30,
2010
2009
$ (12,815,929)
$ (1,792,508)
$ (4,802,232)
1,138,183
5,666
(119,346)
756,597
-
2,266
(128,270)
263,280
341,113
(519,899)
-
46,105
(11,030,234)
3,442,885
5,300
-
3,448,185
1,269,413
(95,000)
-
968,561
(11,905,553)
-
505,649
92,174
(50,568)
278,088
5,000,000
-
(5,729,744)
-
45,000
(6,995)
38,005
1,364,644
(550,968)
-
1,476,573
(683,336)
-
(502,781)
(5,513)
(428,820)
(1,311,164)
-
-
(5,443,597)
-
700,000
(36,383)
663,617
(22,960)
(26,196)
(87,675)
(165,861)
(263,128)
-
21,095,414
6,972,043
-
21,046,258
6,718,507
(263,128)
13,464,209
1,026,768
(5,043,108)
5,405,430
4,378,662
9,421,770
CASH AND CASH EQUIVALENTS, end of year
$ 18,869,639
$ 5,405,430
$ 4,378,662
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Equipment acquired under financing arrangements
Unrealized gain (loss) on available-for-sale
investments
$ 10,606
66,115
$ 13,165
-
$ 36,959
-
(19,304)
22,539
86,994
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
(1) ORGANIZATION:
PALATIN TECHNOLOGIES, INC.
and Subsidiary
Notes to Consolidated Financial Statements
Nature of Business – Palatin Technologies, Inc. (Palatin or the Company) is a biopharmaceutical company dedicated to
developing targeted, receptor-specific peptide therapeutics for the treatment of diseases with significant unmet medical need and
commercial potential. Palatin’s programs are based on molecules that modulate the activity of the melanocortin and natriuretic
peptide receptor systems. The melanocortin system is involved in a large and diverse number of physiologic functions, and
therapeutic agents modulating this system may have the potential to treat a variety of conditions and diseases, including sexual
dysfunction, obesity and related disorders, cachexia (wasting syndrome) and inflammation-related diseases. The natriuretic peptide
receptor system has numerous cardiovascular functions, and therapeutic agents modulating this system may be useful in treatment
of acute asthma, heart failure, hypertension and other cardiovascular diseases.
The Company’s primary product in development is bremelanotide for the treatment of female sexual dysfunction (FSD). The
Company is also developing an inhalation formulation of PL-3994, an agonist peptide mimetic which binds to natriuretic peptide
receptor A, for treatment of acute exacerbations of asthma. The Company also has drug candidates or development programs for
sexual dysfunction, including erectile dysfunction, pulmonary diseases, heart failure, obesity and inflammatory diseases. The
Company has an exclusive global research collaboration and license agreement with AstraZeneca AB (AstraZeneca) to
commercialize compounds that target melanocortin receptors for the treatment of obesity, diabetes and related metabolic syndrome.
Key elements of the Company’s business strategy include using its technology and expertise to develop and commercialize
therapeutic products; entering into alliances and partnerships with pharmaceutical companies to facilitate the development,
manufacture, marketing, sale and distribution of product candidates that the Company is developing; and partially funding its product
candidate development programs with the cash flow generated from the Company’s license agreements with AstraZeneca and any
other companies.
Business Risk and Liquidity – The Company has incurred negative cash flows from operations since its inception, and has expended,
and expects to continue to expend in the future, substantial funds to complete its planned product development efforts. As shown in
the accompanying consolidated financial statements, the Company has an accumulated deficit as of June 30, 2011 and incurred a
net loss for fiscal 2011. The Company anticipates incurring additional losses in the future as a result of spending on its development
programs. To achieve profitability, the Company, alone or with others, must successfully develop and commercialize its technologies
and proposed products, conduct successful preclinical studies and clinical trials, obtain required regulatory approvals and successfully
manufacture and market such technologies and proposed products. The time required to reach profitability is highly uncertain, and
there can be no assurance that the Company will be able to achieve profitability on a sustained basis, if at all.
On September 24, 2010, the Company announced its strategic decision to focus resources and efforts on clinical trials for
bremelanotide and PL-3994 and preclinical development of an inhaled formulation of PL-3994 and a new peptide drug candidate for
sexual dysfunction. As part of this decision, the Company suspended further research and development efforts on new product
candidates and implemented a reduction in staffing levels. As of September 20, 2011, the Company employed 19 full-time
employees.
On March 1, 2011, the Company announced the completion of its $23.0 million public offering. The offering consisted of the sale of
23,000,000 units consisting of common stock and warrants at a price to the public of $1.00 per unit. A total of 23,000,000 shares of
the Company’s common stock, Series A Warrants to purchase 2,000,000 shares of the Company’s common stock, and Series B
Warrants to purchase 21,000,000 shares of the Company’s common stock were sold in the offering. The net proceeds to the
Company from the sale of these units, after deducting underwriting discounts and other offering expenses, were $21.0 million.
As of June 30, 2011, the Company’s cash and cash equivalents were $18.9 million. Management believes that the Company’s
existing capital resources will be adequate to fund its currently planned operations, focusing on clinical trials of bremelanotide for
FSD, through at least calendar year 2012. Phase 3 clinical trials of bremelanotide for FSD, which will not commence before calendar
year 2013, will require significant additional resources and capital.
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The Company intends to utilize existing capital resources to fund its planned operations, including its Phase 2B clinical trial
with bremelanotide for FSD, and to seek additional capital, through collaborative arrangements or other sources, for development of
its other product candidates. However, sufficient additional funding to support other product candidates, including PL-3994 for
acute asthma or other indications, may not be available on acceptable terms, or at all. The Company will not expend
significant amounts for other product candidates unless additional sources of capital, including collaboration agreements,
are identified for these programs.
Concentrations – Concentrations in the Company’s assets and operations subject it to certain related risks. Financial instruments that
subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents and available-for-sale
investments. The Company’s cash and cash equivalents are primarily invested in one money market fund sponsored by a large
financial institution. For each of the years in the three-year period ended June 30, 2011, 100% of license and contract revenues were
from AstraZeneca.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation – The consolidated financial statements include the accounts of Palatin and its wholly-owned
inactive subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash in banks and all highly liquid investments with a
purchased maturity of less than three months. Cash equivalents consist of $18,383,284 and $4,111,051 in a money market fund at
June 30, 2011 and 2010, respectively. Restricted cash secures letters of credit for security deposits on leases. Effective January 31,
2011, one of the Company’s facility leases was terminated and $125,000 became unrestricted.
Investments – The Company classifies its investments as available-for-sale investments and all such investments are recorded at fair
value based on quoted market prices. Unrealized holding gains and losses are generally excluded from earnings and are reported in
accumulated other comprehensive income/loss until realized. Interest and dividends on securities classified as available-for-sale are
included in investment income. Gains and losses are recorded in the statement of operations when realized or when unrealized
holding losses are determined to be other than temporary, on a specific-identification basis.
Fair Value of Financial Instruments – The Company’s financial instruments consist primarily of cash equivalents, available-for-sale
investments, accounts receivable, accounts payable and capital lease obligations. Management believes that the carrying values of
these assets and liabilities are representative of their respective fair values based on quoted market prices for investments and the
short-term nature of the other instruments.
Property and Equipment – Property and equipment consists of office and laboratory equipment, office furniture and leasehold
improvements and includes assets acquired under capital leases. Property and equipment are recorded at cost. Depreciation is
recognized using the straight-line method over the estimated useful lives of the related assets, generally five years for laboratory and
computer equipment, seven years for office furniture and equipment and the lesser of the term of the lease or the useful life for
leasehold improvements. Amortization of assets acquired under capital leases is included in depreciation expense. Maintenance and
repairs are expensed as incurred while expenditures that extend the useful life of an asset are capitalized.
Impairment of Long-Lived Assets – The Company reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived
asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying
amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation
of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present
value of the estimated future cash flows based on reasonable and supportable assumptions.
Deferred Rent – The Company’s operating leases provide for rent increases over the terms of the leases. Deferred rent
consists of the difference between periodic rent payments and the amount recognized as rent expense on a straight-line basis, as
well as tenant allowances for leasehold improvements. Rent expenses are being recognized ratably over the terms of the leases.
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Revenue Recognition – Revenue from corporate collaborations and licensing agreements consists of up-front fees, research and
development funding, and milestone payments. Non-refundable up-front fees are deferred and amortized to revenue over the related
performance period. The Company estimates the performance period as the period in which it performs certain development
activities under the applicable agreement. Reimbursements for research and development activities are recorded in the period that
the Company performs the related activities under the terms of the applicable agreements. Revenue resulting from the achievement
of milestone events stipulated in the applicable agreements is recognized when the milestone is achieved, provided that such
milestone is substantive in nature. Revenue from grants is recognized as the Company provides the services stipulated in the
underlying grants based on the time and materials incurred.
Research and Development Costs – The costs of research and development activities are charged to expense as incurred, including
the cost of equipment for which there is no alternative future use.
Stock-Based Compensation – The Company charges to expense the fair value of stock options and other equity awards granted. The
Company determines the value of stock options utilizing the Black-Scholes option pricing model. Compensation costs for share-based
awards with pro-rata vesting are allocated to periods on a straight-line basis.
Income Taxes – The Company and its subsidiary file consolidated federal and separate-company state income tax returns. Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their
respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences or operating loss and tax credit
carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the period that includes the enactment date. The Company has recorded a valuation allowance against its deferred tax
assets based on the history of losses incurred.
During the years ended June 30, 2011, 2010 and 2009, the Company sold New Jersey state net operating loss carryforwards, which
resulted in the recognition of $637,391, $998,408 and $1,741,476, respectively, in tax benefits.
Net Loss per Common Share – Basic and diluted earnings per common share (EPS) are calculated in accordance with the provisions
of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 260, “Earnings per Share.” In June
2008, the FASB issued guidance stating that non-vested share-based payment awards that include non-forfeitable rights to dividends
or dividend equivalents, whether paid or unpaid, are considered participating securities, and the two-class method of computing EPS
is required for all periods presented. The Company adopted the provisions of ASC Topic 260 relating to the two-class method of
computing EPS effective July 1, 2009.
The Company’s outstanding shares of Series A Convertible Preferred stock contain rights that entitle the holder to a special dividend
or distribution of $100 per share before the Company can pay dividends or make distributions to the common stockholders. The
outstanding share-based compensation awards do not include non-forfeitable rights to dividends. Accordingly, only the outstanding
Series A Convertible Preferred stock is considered a participating security and must be included in the computation of EPS. The
adoption of the provisions of ASC Topic 260 relating to the two-class method of computing EPS did not impact the basic and diluted
EPS for the years ended June 30, 2011, 2010 or 2009, as the Company incurred a net loss in each period.
As of June 30, 2011, 2010 and 2009, common shares issuable upon conversion of Series A Convertible Preferred Stock, the exercise
of outstanding options and warrants and the vesting of restricted stock units amounted to an aggregate of 27,130,580, 2,569,695 and
1,407,660, respectively.
Recently Issued Accounting Pronouncements – In September 2009, the FASB issued Accounting Standards Update (ASU) 2009-13,
Revenue Recognition (Topic 605), “Multiple-Deliverable Revenue Arrangements (ASU 2009-13)”, which requires companies to
allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable when such
deliverables are not sold separately either by the company or other vendors. ASU 2009-13 eliminates the requirement that all
undelivered elements must have objective and reliable evidence of fair value before a company can recognize the portion of the
overall arrangement fee that is attributable to items that already have been delivered. As a result, the new guidance may allow some
companies to recognize revenue on transactions that involve multiple deliverables earlier than under current requirements. ASU
2009-13 was effective for revenue arrangements entered into or materially modified in fiscal years beginning on or
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after June 15, 2010. The adoption of ASU 2009-13 on July 1, 2010 had no impact on the Company’s consolidated financial
statements.
In April 2010, the FASB issued ASU No. 2010-17, “Revenue Recognition – Milestone Method (ASU 2010-17).” ASU 2010-17 provides
guidance on applying the milestone method to milestone payments for achieving specified performance measures when those
payments are related to uncertain future events. Under ASU 2010-17, entities can make an accounting policy election to recognize
arrangement consideration received for achieving specified performance measures during the period in which the milestones are
achieved, provided certain criteria are met. This ASU was effective for fiscal years beginning on or after June 15, 2010. The adoption
of ASU 2010-17 on July 1, 2010 had no impact on the Company’s consolidated financial statements.
(3) AGREEMENT WITH ASTRAZENECA
In January 2007, the Company entered into an exclusive global research collaboration and license agreement with AstraZeneca to
discover, develop and commercialize compounds that target melanocortin receptors for the treatment of obesity, diabetes and related
metabolic syndrome. In June 2008, the license agreement was amended to include additional compounds and associated intellectual
property developed by the Company. In December 2008, the license agreement was further amended to include additional
compounds and associated intellectual property developed by the Company and extended the research collaboration for an
additional year through January 2010. In September 2009, the license agreement was further amended to modify royalty rates and
milestone payments. The collaboration is based on the Company’s melanocortin receptor obesity program and includes access to
compound libraries, core technologies and expertise in melanocortin receptor drug discovery and development. As part of the
September 2009 amendment to the research collaboration and license agreement, the Company agreed to conduct additional studies
on the effects of melanocortin receptor specific compounds on food intake, obesity and other metabolic parameters.
In December 2009 and 2008, the Company also entered into clinical trial sponsored research agreements with AstraZeneca, under
which the Company agreed to conduct studies of the effects of melanocortin receptor specific compounds on food intake, obesity and
other metabolic parameters. Under the terms of these clinical trial agreements, AstraZeneca paid $5,000,000 as of March 31, 2009
upon achieving certain objectives and paid all costs associated with these studies. The Company recognized $497,540, $1,082,762,
and $7,632,136, respectively, as revenue in the years ended June 30, 2011, 2010 and 2009 under these clinical trial sponsored
research agreements.
The Company received an up-front payment of $10,000,000 from AstraZeneca on execution of the research collaboration and license
agreement. Under the September 2009 amendment the Company was paid an additional $5,000,000 in consideration of reduction of
future milestones and royalties and providing specific materials to AstraZeneca. The Company is now eligible for milestone payments
totaling up to $145,250,000, with up to $85,250,000 contingent on development and regulatory milestones and the balance
contingent on achievement of sales targets. In addition, the Company is eligible to receive mid to high single digit royalties on sales of
any approved products. AstraZeneca assumed responsibility for product commercialization, product discovery and development
costs, with both companies contributing scientific expertise in the research collaboration. The Company provided research services to
AstraZeneca through January 2010, the expiration of the research collaboration portion of the research collaboration and license
agreement, at a contractual rate per full-time-equivalent employee.
The Company has determined that the license agreement and research services should be evaluated together as a single unit for
purposes of revenue recognition. Accordingly, the aggregate payments of $15,000,000 have been recognized as revenue over the
period ended January 2010. For the years ended June 30, 2010 and 2009, the Company recognized as revenue $10,972,219 and
$1,666,667, respectively, related to these aggregate payments. Per-employee compensation from AstraZeneca for research services
was recognized as earned at the contractual rate, which approximates the fair value of such services. Revenue recognized for
research services for the years ended June 30, 2010 and 2009 were $2,125,746 and $2,052,968, respectively. Payments received
upon the attainment of substantive milestones are recognized as revenue when earned.
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(4) INVESTMENTS AND FAIR VALUE MEASUREMENTS
The following is a summary of available-for-sale investments:
Cost
Gross unrealized gains
Gross unrealized losses
Total available-for-sale investments
June 30,
2010
$ 3,323,539
173,658
(35,008)
$ 3,462,189
The fair value of investments and cash equivalents are classified using a hierarchy prioritized based on inputs. Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and
liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market
corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on
management’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within
the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The following table provides the assets carried at fair value:
June 30, 2011:
Assets:
Money Market Fund
June 30, 2010:
Assets:
Money Market Fund
Mutual Funds
Fair Value
Quoted prices in active
markets (Level 1)
Quoted prices in
active
markets (Level 2)
Quoted prices in
active
markets (Level 3)
$ 18,383,284
$ 18,383,284
$ -
$ -
$ 4,111,051
$ 4,111,051
$ -
$ -
$ 3,462,189
$ 3,462,189
$ -
$ -
The reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:
$ -
5,112,864
2,266
(5,115,130)
$ -
June 30,
2011
$ 1,725,732
3,982,991
7,088,462
12,797,185
(11,491,854)
$ 1,305,331
June 30,
2010
$ 1,662,830
4,137,242
7,088,462
12,888,534
(10,500,169)
$ 2,388,365
June 30, 2010
Fair value on issuance
Change in fair value
Reclassification to equity
June 30, 2011
(5) PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following:
Office equipment
Laboratory equipment
Leasehold improvements
Less: Accumulated depreciation and amortization
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The cost of assets acquired under capital leases was $1,008,088 and $941,974 as of June 30, 2011 and 2010, respectively.
Accumulated amortization associated with assets acquired under capital leases was $868,285 and $728,868 as of June 30, 2011 and
2010, respectively.
(6) ACCRUED EXPENSES
Accrued expenses consist of the following:
Clinical study costs
Other research related expenses
Deferred rent, current portion
Professional services
Insurance premiums payable
Other
June 30,
2011
$ 834,521
124,819
391,817
175,500
131,631
195,719
$ 1,854,007
June 30,
2010
$ 798,744
315,439
421,443
165,500
153,010
365,330
$ 2,219,466
(7) COMMITMENTS AND CONTINGENCIES
Operating Leases – Effective January 31, 2011, the Company terminated the lease on 12,000 square feet of laboratory space
in another building in the same center as the Company’s corporate offices and research and development facilities, which lease
would have otherwise terminated in February 2012. Under the lease termination agreement the Company paid a $60,000 termination
fee, which was charged to expense. The Company currently leases facilities under two non-cancelable operating leases. Future
minimum lease payments under these leases are as follows:
Year Ending June 30,
2012
2013
2014
2015
$ 1,541,549
294,376
236,335
225,175
$ 2,297,435
For the years ended June 30, 2011, 2010 and 2009, rent expense was $1,242,708, $1,520,807 and $1,613,534, respectively.
Capital Leases – The Company has acquired certain of its equipment under leases classified as capital leases. Scheduled
future payments related to capital leases as of June 30, 2011 are as follows:
Year Ending June 30,
2012
2013
2014
Amount representing interest
Net
$ 39,581
24,738
20,615
84,934
(7,825)
$ 77,109
Employment Agreements – The Company has employment agreements with two executive officers which provide a stated
annual compensation amount, subject to annual increases, and annual bonus compensation in an amount to be approved by the
Company’s Board of Directors. Each agreement allows the Company or the employee to terminate the agreement in certain
circumstances. In some circumstances, early termination by the Company may result in severance pay to the employee for a period
of 18 to 24 months at the salary then in effect, continuation of health insurance premiums over the severance period and immediate
vesting of all stock options and restricted stock units. Termination following a change in control will result in a lump sum payment of
one and one-half to two times the salary then in effect and immediate vesting of all stock options and restricted stock units.
License Agreements – The Company has license agreements related to NeutroSpec, a radiolabeled monoclonal antibody
product for which the Company has suspended marketing, clinical trials and securing regulatory approvals, that require minimum
annual payments of $15,000, royalty payments on commercial net sales and payments of up to $2,250,000 contingent on the
achievement of specified cumulative net margins on sales. No
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royalty payments or other contingent amounts will be payable under these agreements unless the Company recommences
sales and marketing of NeutroSpec. The Company does not expect to make any such contingent payments during the next
twelve months.
Employee Retirement Savings Plan – The Company maintains a defined contribution 401(k) plan for the benefit of its
employees. The Company currently matches a portion of employee contributions to the plan. For the years ended June 30, 2011,
2010 and 2009, Company contributions were $153,780, $221,599 and $254,127, respectively.
Contingencies – The Company accounts for litigation losses in accordance with ASC 450-20, “Loss Contingencies.” Under
ASC 450-20, loss contingency provisions are recorded for probable losses when management is able to reasonably estimate the
loss. Any outcome upon settlement that deviates from the Company’s best estimate may result in additional expense or in a
reduction in expense in a future accounting period. The Company records legal expenses associated with such contingencies as
incurred.
The Company is involved, from time to time, in various claims and legal proceedings arising in the ordinary course of its
business. The Company is not currently a party to any such claims or proceedings that, if decided adversely to it, would either
individually or in the aggregate have a material adverse effect on its business, financial condition or results of operations.
(8) GRANT REVENUE
In October 2010, the Company was awarded $977,917 in grants under the Patient Protection and Affordable Care Act of 2010. The
grants relate to four of the Company’s projects: melanocortin agonists for sexual dysfunction; melanocortin agonists for obesity and
related metabolic syndrome; natriuretic peptide mimetic PL-3994 for acute asthma; and subcutaneously-delivered natriuretic peptide
mimetic PL-3994 for cardiovascular disease. During the year ended June 30, 2011, the Company received $846,768. The remainder
of the grant of $131,149 was received in August 2011.
(9) STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock – As of June 30, 2011, 4,997 shares of Series A Convertible Preferred Stock were
outstanding. Each share of Series A Convertible Preferred Stock is convertible at any time, at the option of the holder, into the number
of shares of common stock equal to $100 divided by the Series A Conversion Price. As of June 30, 2011, the Series A Conversion
Price was $18.60, so each share of Series A Convertible Preferred Stock is currently convertible into approximately 5 shares of
common stock. The Series A Conversion Price is subject to adjustment, under certain circumstances, upon the sale or issuance of
common stock for consideration per share less than either (i) the Series A Conversion Price in effect on the date of such sale or
issuance, or (ii) the market price of the common stock as of the date of such sale or issuance. The Series A Conversion Price is also
subject to adjustment upon the occurrence of a merger, reorganization, consolidation, reclassification, stock dividend or stock split
which will result in an increase or decrease in the number of shares of common stock outstanding. Shares of Series A Convertible
Preferred Stock have a preference in liquidation, including certain merger transactions, of $100 per share, or $499,700 in the
aggregate as of June 30, 2011. Additionally, the Company may not pay a dividend or make any distribution to holders of any class of
stock unless the Company first pays a special dividend or distribution of $100 per share to holders of the Series A Convertible
Preferred Stock.
Common Stock Transactions – On March 1, 2011, the Company closed on a firm commitment public offering in which the Company
sold 23,000,000 shares of its common stock, Series A Warrants to purchase up to 2,000,000 shares of its common stock, and Series
B Warrants to purchase up to 21,000,000 shares of its common stock. The Series A Warrants are exercisable starting March 1, 2011
at an exercise price of $1.00 per share and are exercisable at any time until March 1, 2016. The Series B Warrants become
exercisable starting on March 2, 2012 at an exercise price of $1.00 per share and are exercisable at any time until March 2, 2017.
Gross proceeds from this offering were $23,000,000, and net proceeds to the Company, after deducting underwriting discounts and
other offering expenses, were $21,031,014. In connection with the offering, the Company also issued warrants to the underwriters as
part of their compensation to purchase up to 575,000 shares of the Company’s common stock which become exercisable starting on
March 2, 2012 at an exercise price of $1.00 per share and are exercisable at any time until February 23, 2016.
Because there was not an adequate level of authorized shares to cover all the outstanding warrants in the firm commitment public
offering as of closing, under ASC 815, “Derivatives and Hedging,” the portion of the warrants above the then authorized level of
common stock were required to be classified as a liability and carried at their current fair value on the Company’s balance sheet. The
fair value was estimated using the Black-Scholes
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option-pricing model. The warrants were revalued through May 11, 2011, the date the warrants ceased to be classified as a liability
upon stockholder approval of the increase in authorized common stock, at which time the then fair value of the warrant liability was
reclassified into stockholders’ equity. The increase in fair value of $2,266 from the date of issuance through May 11, 2011 has been
recorded as a non-operating expense. The aggregate fair value and assumptions used for Black-Scholes option-pricing models as of
March 1, 2011 (the closing date of the firm commitment public offering) and May 11, 2011 were as follows:
Aggregate fair value
Exercise price
Expected volatility
Remaining contractual term (years)
Risk-free interest rate
Expected dividend yield
Common stock price (per share)
March 1,
2011
May 11,
2011
$ 5,112,864
$ 1.00
105 %
6
2.47 %
0 %
$ 0.86
$ 5,115,130
$ 1.00
106 %
5.83
2.22 %
0 %
$ 0.88
Outstanding Stock Purchase Warrants – As of June 30, 2011, the Company had outstanding warrants exercisable for shares
of common stock as follows:
Shares of Common Stock
50,000
48,148
47,424
1,500
317,776
331,969
575,000
2,000,000
21,000,000
24,371,817
Exercise Price per Share
$ 2.50
3.40
4.13
28.20
3.00
3.30
1.00
1.00
1.00
Latest Termination Date
November 26, 2012
November 26, 2012
November 26, 2012
December 11, 2012
August 30, 2013
August 12, 2014
February 23, 2016
March 1, 2016
March 2, 2017
In August 2010, the Company received $64,400 and issued 32,200 shares of common stock pursuant to the exercise of
warrants at an exercise price of $2.00 per share.
Stock Plan – The Company’s 2011 Stock Incentive Plan was approved by the Company’s stockholders at the annual meeting
of stockholders held in May 2011 and provides for incentive and nonqualified stock option grants and other stock-based awards to
employees, non-employee directors and consultants for up to 3,500,000 shares of common stock. The 2011 Stock Incentive Plan is
administered under the direction of the Board of Directors, which may specify grant terms and recipients. Options granted by the
Company generally expire ten years from the date of grant and generally vest over three to four years. The 2005 Stock Plan was
terminated and replaced by the 2011 Stock Incentive Plan, and shares of common stock that were available for grant under the 2005
Stock Plan became available for grant under the 2011 Stock Incentive Plan. No new awards can be granted under the 2005 Stock
Plan, but awards granted under the 2005 Stock Plan remain outstanding in accordance with their terms. As of June 30, 2011,
1,894,451 shares were available for grant under the 2011 Stock Incentive Plan.
The Company also has outstanding options that were granted under a previous plan. The Company expects to settle option
exercises under any of its plans with authorized but currently unissued shares.
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The following table summarizes option activity for the years ended June 30, 2011, 2010 and 2009:
2011
2010
2009
Weighted
Average
Weighted
Average
Number of Shares
Exercise Price Number of Shares
Exercise Price Number of Shares
Weighted
Average
Exercise Price
957,374
1,576,275
(234,951)
-
(66,800)
2,231,898
809,918
$ 13.20
0.93
10.02
-
41.14
4.05
9.28
882,862
174,276
(34,303)
(6,725)
(58,736)
957,374
631,313
$ 16.60
2.60
16.00
1.70
34.10
13.20
18.00
654,345
287,455
(27,097)
-
(31,841)
882,862
546,380
$ 24.00
1.70
19.70
-
31.90
16.60
23.10
$ 0.77
$ 2.20
$ 1.40
Outstanding at
beginning of year
Granted
Forfeited
Exercised
Expired
Outstanding at end of
year
Exercisable at end of
year
Weighted average
grant-date fair value
of options granted
during the year
The intrinsic value of options exercised in the year ended June 30, 2010 was $7,998.
The following table summarizes options outstanding as of June 30, 2011:
Weighted
Average
Exercise Price
Options outstanding at end of year
Options vested and exercisable at
end of year
Unvested options expected to vest
Number of Shares
2,231,898
$ 4.05
809,918
1,308,638
$ 9.28
$ 1.09
Weighted
Average
Remaining Term
in Years
8.6
6.6
9.8
Aggregate Intrinsic Value
$ 567,133
$ 95,162
$ 427,000
The fair value of option grants is estimated at the grant date using the Black-Scholes model. For grants during the year
ended June 30, 2011, the Company’s weighted average assumptions for expected volatility, dividends, term and risk-free interest rate
were 100%, 0%, 8.7 years and 2.9%, respectively. For grants during the year ended June 30, 2010, the Company’s weighted
average assumptions for expected volatility, dividends, term and risk-free interest rate were 96%, 0%, 8.1 years and 3.2%,
respectively. For grants during the year ended June 30, 2009, the Company’s weighted average assumptions for expected volatility,
dividends, term and risk-free interest rate were 85%, 0%, 8.8 years and 3.8%, respectively. Expected volatilities are based on the
Company’s historical volatility. The expected term of options is based upon the simplified method, which represents the average of
the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms
approximating the expected term of the option.
For the years ended June 30, 2011, 2010 and 2009 the Company recorded stock-based compensation related to stock
options of $437,480, $633,532 and $700,618, respectively. The Company did not record a tax benefit related to stock-based
compensation expense. As of June 30, 2011, there was $1,060,294 of unrecognized compensation cost related to unvested options,
which is expected to be recognized over a weighted-average period of 1.4 years.
Restricted Stock Units – The following table summarizes restricted stock award activity for the years ended June 30, 2011, 2010 and
2009:
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Outstanding at beginning of year
Granted
Forfeited
Vested
Outstanding at end of year
2011
2010
2009
-
705,000
(21,500)
(183,500)
500,000
172,500
-
-
(172,500)
-
211,382
75,000
-
(113,882)
172,500
In June 2011, the Company granted 500,000 restricted stock units to its executive management under the Company’s 2011 Stock
Incentive Plan. The grant date fair value of these restricted stock units of $430,000 is being amortized over the 24 month vesting
period of the award. The Company recognized $7,167 of stock-based compensation expense related to these restricted stock units
during the year ended June 30, 2011.
In July 2010, the Company granted 205,000 restricted stock units to its employees under the Company’s 2005 Stock Plan of which
183,500 shares of common stock vested during fiscal 2011 with the balance forfeited. The Company recognized $311,950 of stock-
based compensation expense related to these restricted stock units during the year ended June 30, 2011.
In October 2006, the Company made grants of restricted stock units to three executive officers for an aggregate of 97,500 shares of
common stock. Under the original vesting conditions, 32,500 shares vested if the quoted market price of Palatin’s common stock was
$40.00 or more for 20 consecutive trading days, an additional 32,500 shares vested if the quoted market price of Palatin’s common
stock was $60.00 or more for 20 consecutive trading days and the remaining 32,500 shares vested if the quoted market price of
Palatin’s common stock was $80.00 or more for 20 consecutive trading days. The fair value of the restricted stock units was
estimated at the grant date using a lattice-type model. The Company’s assumptions for expected volatility, dividends and risk-free
rate were 80%, 0% and 4.56%, respectively. The expected volatility was based on the Company’s historical volatility and the risk-free
rate was based on U.S. Treasury yields for securities with terms approximating the contractual term of the units. The aggregate fair
value of the units at the date of grant was $1,846,000, which was recognized over a weighted-average period ended December 31,
2009. For the years ended June 30, 2010 and 2009, the Company recognized $201,500 and 470,031, respectively, of stock-based
compensation expense related to these restricted stock units.
In March 2008, the Company’s Compensation Committee revised the vesting conditions of the above restricted stock units granted to
the three executive officers. Under the revised conditions, the restricted stock units granted to each of the executive officers became
fully vested in March 2010. The restricted stock unit agreements require that each executive officer retain ownership of at least 33%
of the stock received for the duration of the executive’s employment with the Company unless there is a change in control or for
hardship as determined by the Board of Directors. In addition to the original grant-date fair value of these awards, the Company
recognized an incremental fair value adjustment to these restricted stock units, totaling $273,000, on a straight-line basis through
March 2010. For the years ended June 30, 2010 and 2009, the Company recognized an additional $102,375 and $136,500,
respectively, of stock-based compensation expense related to these restricted stock units.
In December 2008, the Company granted restricted stock units to its executive officers under the Company’s 2005 Stock Plan totaling
75,000 shares of common stock. The restricted stock units vested on December 31, 2009. The Company amortized the fair value of
these restricted stock units, totaling $67,500, on a straight-line basis through December 31, 2009. For the years ended June 30,
2010, and 2009, the Company recognized $31,154 and $36,346, respectively, as stock-based compensation expense related to
these restricted stock units.
In September 2007, the Company issued 157,391 restricted stock units under the Company’s 2005 Stock Plan as retention bonuses
to its employees, other than the executive officers, that were not affected by the September 2007 reduction in workforce. In
September 2008, after adjusting for forfeitures and early vesting due to involuntary position elimination, 113,882 shares of common
stock vested. The Company amortized the fair value of these restricted stock units of $676,748 on a straight-line basis over a one-
year period. For the year ended June 30, 2009, the Company recognized $133,078 of stock-based compensation expense related to
these restricted stock units.
In connection with the vesting of restricted share units during the years ended June 30, 2011 and 2010, the Company
withheld 17,881 and 54,145 shares with aggregate values of $26,196 and $165,861, respectively, in satisfaction of minimum tax
withholding obligations.
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Table of Contents
(10) INCOME TAXES
The Company has had no income tax expense or benefit since inception because of operating losses, except for amounts
recognized for sales of New Jersey state net operating loss carryforwards. Deferred tax assets and liabilities are determined based on
the estimated future tax effect of differences between the financial statement and tax reporting basis of assets and liabilities, as well
as for net operating loss carryforwards and research and development credit carryforwards, given the provisions of existing tax laws.
As of June 30, 2011, the Company had federal and state net operating loss carryforwards of approximately $203,000,000 and
$100,000,000, respectively, which expire between 2012 and 2031 if not utilized. As of June 30, 2011, the Company had federal
research and development credits of approximately $5,900,000 that will begin to expire in 2012, if not utilized.
The Tax Reform Act of 1986 (the Act) provides for limitation on the use of net operating loss and research and development
tax credit carryforwards following certain ownership changes (as defined by the Act) that could limit the Company’s ability to utilize
these carryforwards. The Company may have experienced various ownership changes, as defined by the Act, as a result of past
financings. Accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited. Additionally, U.S. tax laws
limit the time during which these carryforwards may be applied against future taxes; therefore the Company may not be able to take
full advantage of these carryforwards for federal income tax purposes.
The Company’s net deferred tax assets are as follows:
Net operating loss carryforwards
Research and development tax credits
Accrued expenses, deferred revenue and other
Valuation allowance
Net deferred tax assets
June 30,
2011
$ 76,813,000
5,853,000
2,583,000
85,249,000
(85,249,000)
$ -
June 30,
2010
$ 72,603,000
5,390,000
2,911,000
80,904,000
(80,904,000)
$ -
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income and the application of loss limitation provisions related to ownership changes. Due to the
Company’s history of losses, the deferred tax assets are fully offset by a valuation allowance as of June 30, 2011 and 2010. The
valuation allowance for the year ended June 30, 2010 increased by $4,345,000 due primarily to the net loss for the fiscal year.
During the years ended June 30, 2011, 2010 and 2009, the Company sold New Jersey state net operating loss carryforwards,
which resulted in the recognition of $637,391, $998,408 and $1,741,476, respectively, in tax benefits.
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Table of Contents
(11) CONSOLIDATED QUARTERLY FINANCIAL DATA – UNAUDITED
The following tables provide quarterly data for the years ended June 30, 2011 and 2010:
Revenues
Operating expenses
Other income/(expense), net
Loss before income taxes
Income tax benefit
Net loss
Basic and diluted net loss per common
share
Weighted average number of common
shares outstanding used in computing
basic and diluted net loss per common
share
Revenues
Operating expenses
Other income, net
Loss before income taxes
Income tax benefit
Net income (loss)
Basic net income/(loss) per common
share
Weighted average number of common
shares outstanding used in computing
basic net income/(loss) per common
share
Diluted net income/(loss) per common
share
Weighted average number of common
shares outstanding used in computing
diluted net income/(loss) per common
share
Three Months Ended
June 30,
2011
$ 156
4,742
1,277
(3,309)
-
$ (3,309)
March 31, 2011
December 31, 2010
(amounts in thousands, except per share data)
$ 1,042
2,874
94
(1,738)
637
$ (1,101)
$ 61
2,678
(1,189)
(3,806)
-
$ (3,806)
September 30,
2010
$ 216
4,834
18
(4,600)
-
$ (4,600)
$ (0.09)
$ (0.17)
$ (0.09)
$ (0.39)
34,900,591
22,832,109
11,839,309
11,730,308
Three Months Ended
June 30,
2010
$ 675
4,929
17
(4,237)
-
$ (4,237)
March 31, 2010
December 31, 2009
(amounts in thousands, except per share data)
$ 7,283
3,848
68
3,503
998
$ 4,501
$ 2,560
4,594
14
(2,020)
-
$ (2,020)
September 30,
2009
$ 3,663
3,824
124
(37)
-
$ (37)
$ (0.40)
$ (0.20)
$ 0.41
$ (0.00)
10,722,061
9,987,323
9,616,954
9,130,622
$ (0.40)
$ (0.20)
$ 0.41
$ (0.00)
10,722,061
9,987,323
9,664,507
9,130,622
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Our management carried out an evaluation, with the participation of our chief executive officer and our chief financial officer,
of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of
the end of the period covered by this report. Based upon this evaluation, our chief executive officer and our chief financial officer
concluded that, as of June 30, 2011, our disclosure controls and procedures were effective.
A control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the
control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance to
management and the board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
There was no change in our internal control over financial reporting during the fourth quarter of the period covered by this
Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2011. In making this
assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Based on its assessment, management believes that, as of June 30, 2011, our internal control
over financial reporting is effective based on those criteria.
Item 9B. Other Information.
None.
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Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance.
Identification of Directors
PART III
The following table sets forth the names, ages, positions and committee memberships of our directors. All directors hold office until
the next annual meeting of stockholders or until their successors have been elected and qualified. All current directors were elected at
our annual stockholders’ meeting on May 11, 2011, except Dr. Dunton, who was appointed by the board on June 22, 2011.
Name
Carl Spana, Ph.D.
John K.A. Prendergast, Ph.D. (3)
Perry B. Molinoff, M.D. (1) (3)
Robert K. deVeer, Jr. (1) (2)
Zola P. Horovitz, Ph.D. (2) (3)
Robert I. Taber, Ph.D. (1) (2)
J. Stanley Hull (3)
Alan W. Dunton, M.D. (1) (2)
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Corporate Governance Committee.
Age
49
57
71
65
76
75
59
57
Position with Palatin
Chief executive officer, president and a director
Director, chairman of the board of directors
Director
Director
Director
Director
Director
Director
CARL SPANA, Ph.D., co-founder of Palatin, has been our chief executive officer and president since June 14, 2000. He has been a
director of Palatin since June 1996 and has been a director of our wholly-owned subsidiary, RhoMed Incorporated, since July 1995.
From June 1996 through June 14, 2000, Dr. Spana served as an executive vice president and our chief technical officer. From June
1993 to June 1996, Dr. Spana was vice president of Paramount Capital Investments, LLC, a biotechnology and biopharmaceutical
merchant banking firm, and of The Castle Group Ltd., a medical venture capital firm. Through his work at Paramount Capital
Investments and The Castle Group, Dr. Spana co-founded and acquired several private biotechnology firms. From July 1991 to June
1993, Dr. Spana was a Research Associate at Bristol-Myers Squibb, a publicly-held pharmaceutical company, where he was involved
in scientific research in the field of immunology. Dr. Spana is a director of AVAX Technologies, Inc., a life science company. Dr.
Spana received his Ph.D. in molecular biology from The Johns Hopkins University and his B.S. in biochemistry from Rutgers
University.
Dr. Spana’s qualifications for our board include his leadership experience, business judgment and industry experience. As a senior
executive of Palatin for almost fifteen years, he provides in-depth knowledge of our company, our drug products under development
and the competitive and corporate partnering landscape.
JOHN K.A. PRENDERGAST, Ph.D., co-founder of Palatin, has been chairman of the board since June 14, 2000, and a director since
August 1996. Dr. Prendergast has been president and sole stockholder of Summercloud Bay, Inc., an independent consulting firm
providing services to the biotechnology industry, since 1993. He is a member of the board of AVAX Technologies, Inc. and
MediciNova, Inc., life science companies, and was a member of the board of Avigen, Inc. until its acquisition by MediciNova in 2009.
Currently, he is the chairman and chief executive officer of AVAX Technologies, Inc. and executive chairman of the board of directors
of Antyra, Inc., a privately-held biopharmaceutical firm. From October 1991 through December 1997, Dr. Prendergast was a
managing director of The Castle Group Ltd., a medical venture capital firm. Dr. Prendergast received his M.Sc. and Ph.D. from the
University of New South Wales, Sydney, Australia and a C.S.S. in administration and management from Harvard University.
Dr. Prendergast is a co-founder of Palatin, and brings a historical perspective to our board coupled with extensive industry experience
in corporate development and finance in the life sciences field. His service on other publicly traded company boards provides
experience relevant to good corporate governance practices.
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PERRY B. MOLINOFF, M.D. has been a director since November 2001. He served as our executive vice president for research and
development from September 2001 until November 3, 2003, when he resigned to accept a position as Vice Provost for Research at
the University of Pennsylvania, which he held from November 2003 through September 2006. He was a director of Cypress
Bioscience, Inc., a publicly-held life science company, from 2004 through its acquisition by Ramius LLC and related entities in 2010.
Dr. Molinoff has more than 30 years of experience in both the industrial and educational sectors. From 1981 to 1994, he was a
professor of pharmacology and chairman of the Department of Pharmacology at the University of Pennsylvania School of Medicine in
Philadelphia. From January 1995 until March 2001, he was vice president of neuroscience and genitourinary drug discovery for the
Bristol-Myers Squibb Pharmaceutical Research Institute, where he was responsible for directing and implementing the Institute’s
research efforts. Dr. Molinoff earned his medical degree from Harvard Medical School.
Dr. Molinoff has extensive academic and pharmaceutical company experience, with scientific knowledge that makes him a resource
to our executive officers and other board members. As a former officer of Palatin, Dr. Molinoff has significant knowledge of our
technologies and drug products under development, as well as the markets potentially addressed by our drug products under
development.
ROBERT K. deVEER, Jr. has been a director since November 1998. Since January 1997, Mr. deVeer has been the president of
deVeer Capital LLC, a private investment company. He is also a director of Solutia Inc., a publicly-held chemical-based materials
company. From 1995 until his retirement in 1996, Mr. deVeer served as Managing Director, Head of Industrial Group, at New York-
based Lehman Brothers. From 1973 to 1995, he held increasingly responsible positions at New York-based CS First Boston,
including Head of Project Finance, Head of Industrials and Head of Natural Resources. He was a managing director, member of the
investment banking committee and a trustee of the First Boston Foundation. He received a B.A. in economics from Yale University
and an M.B.A. in finance from Stanford Graduate School of Business.
Mr. deVeer has extensive experience in investment banking and corporate finance, including the financing of life sciences companies,
and serves as the Audit Committee’s financial expert.
ZOLA P. HOROVITZ, Ph.D. has been a director since February 2001. Before he retired from Bristol-Myers Squibb in 1994, Dr.
Horovitz spent 34 years in various positions, including associate director of the Squibb Institute for Medical Research, vice president
of development, vice president, scientific liaison, vice president of licensing, and vice president of business development and
planning for the pharmaceutical division of Bristol-Myers Squibb. He held advisory positions at the University of Pittsburgh, Rutgers
College of Pharmacy and Princeton University. He is also currently a director of BioCryst Pharmaceuticals, Inc. and GenVec, Inc.,
publicly-held life science companies. Within the past five years, Dr. Horovitz also served on the board of directors of Genaera Corp.,
Immunicon Corp., NitroMed, Inc., Avigen, Inc. and DOV Pharmaceutical, Inc. Dr. Horovitz earned his Ph.D. in pharmacology from the
University of Pittsburgh.
Dr. Horovitz has extensive experience in development of pharmaceutical drugs, business development and licensing, and has served
on the board of directors of a number of publicly-held life science companies.
ROBERT I. TABER, Ph.D. has been a director since May 2001. Dr. Taber began his career in the pharmaceutical industry in 1962,
holding a succession of positions within Schering Corporation’s biological research group before leaving in 1982 as director of
biological research. He has also held a number of increasingly important positions with DuPont Pharmaceuticals and the DuPont
Merck Pharmaceutical Company, including director of pharmaceutical research, director of pharmaceutical and biotechnology
research, vice president of pharmaceutical research and vice president of extramural research and development. From 1994 to 1998,
Dr. Taber held the position of senior vice president of research and development at Synaptic Pharmaceuticals Corporation before
founding Message Pharmaceuticals, Inc. in 1998, serving as president and chief executive officer until 2000. Dr. Taber earned his
Ph.D. in pharmacology from the Medical College of Virginia.
Dr. Taber has extensive experience in pharmaceutical research and development both in large pharmaceutical companies and in
smaller biotechnology and biopharmaceutical companies.
J. STANLEY HULL has been a director since September 2005. Mr. Hull has over three decades of experience in the field of sales and
marketing. Mr. Hull joined GlaxoSmithKline, a research-based pharmaceutical company, in October 1987 and retired as Senior Vice
President, Pharmaceuticals in May 2010, having previously served in the R&D organization of GlaxoSmithKline as Vice President
and Worldwide Director of Therapeutic Development and Product Strategy – Neurology and Psychiatry. Prior to that, he was Vice
President of Marketing – Infectious Diseases and Gastroenterology for Glaxo Wellcome Inc. Mr. Hull started his career in the
pharmaceutical
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industry with SmithKline and French Laboratories in 1978. Mr. Hull received his B.S. in business administration from the University of
North Carolina at Greensboro.
Mr. Hull has extensive experience in commercial operations, development and marketing of pharmaceutical drugs and corporate
alliances between pharmaceutical companies and biotechnology companies.
ALAN W. DUNTON, M.D. has been a director since June 2011. Since April 2006, he has been president of Danerius, LLC, a
biotechnology consulting company, which he founded in 2006. From January 2007 to March 2009, Dr. Dunton served as president
and chief executive officer of Panacos Pharmaceuticals Inc. and he served as a managing director of Panacos from March 2009 to
January 2011. Dr. Dunton is a member of the board of directors of the publicly-traded companies Oragenics, Inc. and Targacept, Inc.
and, within the past five years, he served on the board of directors of the publicly-traded companies Adams Respiratory Therapeutics,
Inc. (acquired by Reckitt Benckiser Group plc), MediciNova, Inc. and Panacos Pharmaceuticals, Inc. Previously, Dr. Dunton served as
a director or executive officer of various pharmaceutical companies, and from 1994 to 2001, Dr. Dunton was a senior executive in
various capacities in the Pharmaceuticals Group of Johnson & Johnson. Dr. Dunton received his M.D. degree from New York
University School of Medicine, where he completed his residency in internal medicine. He also was a Fellow in Clinical
Pharmacology at the New York Hospital/Cornell University Medical Center.
Dr. Dunton has extensive drug development and clinical research experience, having played a key role in the development of
more than 20 products to regulatory approval, and also has extensive experience as an executive or officer for large pharmaceutical
companies and smaller biotechnology and biopharmaceutical companies.
The Board and Its Committees
Committees and meetings. The board has an Audit Committee, a Compensation Committee and a Nominating and Corporate
Governance Committee. During fiscal 2011, the board met four times, the Audit Committee met four times, the Compensation
Committee met twice and the Nominating and Corporate Governance Committee met once. Each director attended at least 75% of
the total number of meetings of the board and committees of the board on which he served. With the exception of Drs. Prendergast
and Spana, the directors did not attend the annual meeting of stockholders held on May 11, 2011.
Audit Committee. The Audit Committee reviews the engagement of the independent registered public accounting firm and reviews the
independence of the independent registered public accounting firm. The Audit Committee also reviews the audit and non-audit fees of
the independent registered public accounting firm and the adequacy of our internal control procedures. The Audit Committee is
currently composed of four non-employee directors, Mr. deVeer (chair) and Drs. Taber, Molinoff and Dunton, all of whom are
independent. The board has determined that the members of the Audit Committee are independent, as defined in the listing
standards of the NYSE Amex, and satisfy the requirements of the NYSE Amex as to financial literacy and expertise. The board has
determined that at least one member of the committee, Mr. deVeer, is the audit committee financial expert as defined by Item 407 of
Regulation S-K. The responsibilities of the Audit Committee are set forth in a written charter adopted by the board, a copy of which is
available on our web site at www.palatin.com.
Compensation Committee. The Compensation Committee reviews and recommends to the board on an annual basis employment
agreements and compensation for our officers, directors and some employees, and administers our 2011 Stock Incentive Plan and
the options still outstanding which were granted under previous stock option plans. The Compensation Committee is composed of Mr.
deVeer and Drs. Horovitz, Taber (chair) and Dunton. The board has determined that the members of the Compensation Committee
are independent, as defined in the listing standards of the NYSE Amex.
The Compensation Committee does not have a written charter. The committee administers our 2011 Stock Incentive Plan, under
which it has delegated to an officer its authority to grant stock options to employees and to a single-member committee of the board
its authority to grant restricted stock units to officers and to grant options and restricted stock units to our consultants, but in either
instance not to grant options or restricted stock units to themselves, any member of the board or officer, or any person subject to
Section 16 of the Securities Exchange Act of 1934. Our chief financial officer supports the committee in its work by gathering,
analyzing and presenting data on our compensation arrangements and compensation in the marketplace.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the board in
recommending nominees for directors, and in determining the composition of committees. It also reviews, assesses and makes
recommendations to the board concerning policies and guidelines for corporate governance, including relationships of the board, the
stockholders and management in determining our direction and performance. The responsibilities of the Nominating and Corporate
Governance Committee are set
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Table of Contents
forth in a written charter adopted by the board, a copy of which is available on our web site at www.palatin.com. The Nominating and
Corporate Governance Committee is composed of Mr. Hull and Drs. Horovitz (chair) and Molinoff, each of whom meets the
independence requirements currently established by the NYSE Amex, and Dr. Prendergast.
Duration of Office. Unless a director resigns, all directors hold office until the next annual meeting of stockholders or until their
successors have been elected and qualified. Directors serve as members of committees as the board determines from time to time.
Stockholder Communication with Directors
Generally, stockholders who have questions or concerns should contact Stephen T. Wills, Secretary, Palatin Technologies, Inc., 4C
Cedar Brook Drive, Cranbury, NJ 08512. However, any stockholder who wishes to address questions regarding our business directly
to the board of directors, or any individual director, can direct questions to the board members or a director by regular mail to the
Secretary at the address above or by e-mail at to boardofdirectors@palatin.com. Stockholders may submit their concerns
anonymously or confidentially by postal mail.
Communications are distributed to the board, or to any individual directors as appropriate, depending on the facts and circumstances
outlined in the communication, unless the Secretary determines that the communication is unrelated to the duties and responsibilities
of the board, such as product inquiries, resumes, advertisements or other promotional material. Communications that are unduly
hostile, threatening, illegal or similarly unsuitable will also not be distributed to the board or any director. All communications excluded
from distribution will be retained and made available to any non-management director upon request.
Code of Corporate Conduct and Ethics
We have adopted a code of corporate conduct and ethics that applies to all of our directors, officers and employees, including our
chief executive officer and chief financial officer. You can view the code of corporate conduct and ethics at our website,
www.palatin.com. We will disclose any amendments to, or waivers from, provisions of the code of corporate conduct and ethics that
apply to our directors, principal executive and financial officers in a current report on Form 8-K, unless the rules of the NYSE Amex
permit website posting of any such amendments or waivers.
Executive Officers
Executive officers are appointed by the board and serve at the discretion of the board. Each officer holds his position until his
successor is appointed and qualified. The current executive officers hold office under employment agreements.
Name
Age
Position with Palatin
Carl Spana, Ph.D.
Stephen T. Wills, MST, CPA
49
54
Chief executive officer, president and director
Chief financial officer, chief operating officer, executive vice president,
secretary and treasurer
Additional information about Dr. Spana is included above under the heading “Identification of Directors.”
STEPHEN T. WILLS, MST, CPA, has been vice president, secretary, treasurer and chief financial officer since 1997 and was
executive vice president of operations from 2005 until June 2011, when he was appointed chief operating officer and executive vice
president. From July 1997 to August 2000, Mr. Wills was also a vice president and the chief financial officer of Derma Sciences, Inc.,
a publicly-held company which provides wound and skin care products, and currently serves as lead director of Derma. Mr. Wills is
also a director of U.S. Helicopter Corp., a publicly-held company. From 1991 to August 2000, he was the president and chief
operating officer of Golomb, Wills & Company, P.C., a public accounting firm. Mr. Wills, a certified public accountant, received his
B.S. in accounting from West Chester University, and an M.S. in taxation from Temple University.
Section 16(A) Beneficial Ownership Reporting Compliance
The rules of the SEC require us to disclose failures to file or late filings of reports of stock ownership and changes in stock
ownership required to be filed by our directors, officers and holders of more than 10% of our common stock. To the best of our
knowledge, all of the filings for our directors, officers and holders of more than
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10% of our common stock were made on a timely basis in fiscal 2011, except that filings for the initial vesting period for a
two-period vesting of restricted stock units to our executive officers were inadvertently not timely, though filings relating to
the initial grant and final vesting of the restricted stock unit grants were timely.
Item 11. Executive Compensation.
Fiscal 2011 Summary Compensation Table
The following table summarizes the compensation earned by or paid to our principal executive officer, principal financial officer and
our one other executive officer (our named executive officers) for our fiscal years ended June 30, 2011 and 2010. We have no
defined benefit or actuarial pension plan, and no deferred compensation plan.
Salary
($)
400,000
390,000
Stock
awards (1)
($)
257,500
0
Option
awards (1)
($)
228,326
62,305
Nonequity
incentive plan
compensa-
tion (2)
($)
All
other
compen-
sation (3)
($)
Total
($)
120,000
0
12,500
12,250
1,018,326
464,555
330,000
321,000
227,600
0
190,271
49,844
100,000
0
12,475
12,250
860,246
383,094
165,000
321,000
34,000
0
0
49,844
0
0
169,225
12,250
368,225
383,094
Name and Principal
Position
Carl Spana, Ph.D.,
chief executive officer
and president
Stephen T. Wills,
MST, CPA, chief
financial officer, chief
operating officer and
executive vice
president
Trevor Hallam, Ph.D.,
former executive vice
president of research
and development (4)
Fiscal
Year
2011
2010
2011
2010
2011
2010
(1)
(2)
(3)
Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed in
accordance with FASB ASC Topic 718. For a description of the assumptions we used to calculate these amounts, see Note
9 to the consolidated financial statements included in this Annual Report.
Bonus amounts for fiscal 2011 were set by the board on June 22, 2011, but were not paid until July 15, 2011. There were no
bonuses awarded to any of our executive officers for fiscal 2010.
Consists of matching contributions to 401(k) plan accounts and, for fiscal 2011 for Dr. Hallam, includes severance payments
of $165,000.
(4)
Dr. Hallam resigned effective December 31, 2010. All of his stock and option awards terminated prior to June 30, 2011.
Employment Agreements
Effective July 1, 2010, we entered into employment agreements with Dr. Spana, Mr. Wills and Dr. Hallam. The agreements with Dr.
Spana and Mr. Wills continue through June 30, 2013 unless terminated earlier. The agreement with Dr. Hallam terminated with his
resignation on December 31, 2010. Under these agreements, which replaced substantially similar agreements that expired on June
30, 2010, Dr. Spana is serving as chief executive officer and president at a base salary of $390,000 per year; Mr. Wills is serving as
chief financial officer, chief operating officer and executive vice president at a base salary of $321,000 per year; and Dr. Hallam was
serving as executive vice president of research and development at a base salary of $321,000 per year. The current salary as set by
the board for Dr. Spana is $420,000 per year and for Mr. Wills is $375,000 per year. Each agreement also provides for:
51
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· annual discretionary bonus compensation, in an amount to be decided by the Compensation Committee and approved by
the board, based on achievement of yearly objectives; and
· participation in all benefit programs that we establish, to the extent the executive’s position, tenure, salary, age, health
and other qualifications make him eligible to participate.
Each agreement allows us or the executive to terminate the agreement upon written notice, and contains other provisions for
termination by us for “cause,” or by the employee for “good reason” or due to a “change in control” (as these terms are defined in the
employment agreements and set forth below). Early termination may, in some circumstances, result in severance pay at the salary
then in effect, plus continuation of medical and dental benefits then in effect for a period of two years (Dr. Spana) or 18 months (Mr.
Wills). In addition, the agreements provide that options and restricted stock units granted to these officers accelerate upon
termination of employment except for voluntary resignation by the officer or termination for cause. In the event of retirement,
termination by the officer for good reason, or termination by us other than for “cause”, options may be exercised until the earlier of
twenty-four months following termination or expiration of the option term. Arrangements with our named executive officers in
connection with a termination following a change in control are described below. Each agreement includes non-competition, non-
solicitation and confidentiality covenants.
The Compensation Committee determined not to award any bonuses to our named executive officers for fiscal 2010, based on
results of operations, including our financial condition and our common stock price, but awarded bonuses for fiscal 2011, which were
paid on July 15, 2011, based on results of operations, including clinical trial operations and our financial condition.
Stock Option and Restricted Stock Unit Grants
In each of fiscal 2010 and 2011, the Compensation Committee determined that additional equity grants were necessary in
order to motivate and retain our executive officers. Effective July 1, 2009, Dr. Spana, Mr. Wills and Dr. Hallam were granted options to
purchase 25,000, 20,000 and 20,000 shares of common stock, respectively, vesting over four years, with an exercise price equal to
the closing price of our common stock on the date of grant.
On July 21, 2010, we granted 25,000, 20,000 and 20,000 restricted stock units to Dr. Spana, Mr. Wills and Dr. Hallam,
respectively, which vested as to 50% on September 15, 2010 and the remaining 50% on March 15, 2011 for Dr. Spana and Mr. Wills.
Dr. Hallam’s 10,000 unvested restricted stock units terminated with his resignation on December 31, 2010.
On June 22, 2011, we granted 250,000 and 225,000 restricted stock units to Dr. Spana and Mr. Wills, respectively, which will
vest as to 50% on June 22, 2012 and the remaining 50% on June 22, 2013. We also granted 300,000 and 250,000 stock options to
Dr. Spana and Mr. Wills, respectively, which will vest as to 25% on each anniversary of the grant date. These options have an
exercise price of $1.00, which is in excess of the fair market value on the date of grant ($0.86), and they expire on June 22, 2021.
Outstanding Equity Awards at 2011 Fiscal Year-End
The following table summarizes all of the outstanding equity-based awards granted to our named executive officers as of June 30,
2011, the end of our fiscal year.
Option awards (1)
Stock awards (2)
Name (3)
Carl Spana
Number of
securities
underlying
unexercised
options
(#)
exercisable
Number of
securities
underlying
unexercised
options
(#)
unexercisable
10,000
10,000
10,000
7,500
8,300
0
0
0
0
0
Option or
stock
award
grant
date
10/01/01
12/11/02
07/16/03
07/01/05
07/01/05
Option
expiration
date
10/01/11
12/11/12
07/16/13
07/01/15
07/01/15
Option
exercise
price
($)
31.90
20.00
32.40
37.50
17.50
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Number of
shares or
units of
stock that
have not
vested
(#)
Market value
of shares or
units of stock
that have not
vested
($) (4)
Option awards (1)
Stock awards (2)
Name (3)
Stephen T.
Wills
Number of
securities
underlying
unexercised
options
(#)
exercisable
Number of
securities
underlying
unexercised
options
(#)
unexercisable
Option
exercise
price
($)
8,300
12,500
21,093
3,516
3,516
12,500
6,250
0
7,000
8,000
8,000
5,000
7,300
10,000
16,875
2,812
2,812
10,000
5,000
0
0
0
17.50
24.90
7,031
1,172
1,172
12,500
18,750
300,000
0
0
0
0
0
0
5,625
938
938
10,000
15,000
250,000
2.80
5.00
6.60
1.80
2.80
1.00
31.90
20.00
32.40
37.50
17.50
24.90
2.80
5.00
6.60
1.80
2.80
1.00
Option
expiration
date
07/01/15
10/06/16
03/26/18
03/26/18
03/26/18
07/01/18
07/01/19
06/22/21
10/01/11
12/11/12
07/16/13
07/01/15
07/01/15
10/06/16
03/26/18
03/26/18
03/26/18
07/01/18
07/01/19
06/22/21
Option or
stock
award
grant
date
07/01/05
10/06/06
03/26/08
03/26/08
03/26/08
07/01/08
07/01/09
06/22/11
06/22/11
10/01/01
12/11/02
07/16/03
07/01/05
07/01/05
10/06/06
03/26/08
03/26/08
03/26/08
07/01/08
07/01/09
06/22/11
06/22/11
Number of
shares or
units of stock
that have not
vested
(#)
Market value
of shares or
units of stock
that have not
vested
($) (4)
250,000
320,000
225,000
288,000
(1)
(2)
Stock option vesting schedules: all options granted on or before October 6, 2006 have fully vested. Options granted after
October 6, 2006 vest over four years with 1/4 of the shares vesting per year starting on the first anniversary of the grant date.
Stock awards consist of restricted stock units granted on June 22, 2011, which vest as to 50% on June 22, 2012 and as to the
remaining 50% on June 22, 2013, provided that the named executive officer remains an employee. The restricted stock units
provide for accelerated vesting on a “change in control” or termination of employment other than for “cause” or at the election
of the named executive officers (as these terms are
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defined in employment agreements with the named executive officers). If the named executive officer is terminated for cause
or voluntarily terminates employment, all unvested restricted stock units are immediately forfeited.
Dr. Hallam, who resigned effective December 31, 2010, did not have any equity-based awards outstanding at fiscal year end.
Calculated by multiplying the number of restricted stock units by $1.28, the closing market price of our common stock on
June 30, 2011, the last trading day of our most recently completed fiscal year.
(3)
(4)
Termination and Change-In-Control Arrangements
The employment agreements, stock option agreements and restricted stock unit agreements with Dr. Spana and Mr. Wills contain the
following provisions concerning severance compensation and the vesting of stock options and restricted stock units upon termination
of employment or upon a change in control. The executive’s entitlement to severance, payment of health benefits and accelerated
vesting of options is contingent on the executive executing a general release of claims against us.
Termination Without Severance Compensation. Regardless of whether there has been a change in control, if we terminate
employment for cause or the executive terminates employment without good reason (as those terms are defined in the employment
agreement and set forth below), then the executive receives only his accrued salary and vacation benefits through the date of
termination. He may also elect to receive medical and dental benefits pursuant to COBRA for up to two years (Dr. Spana) or 18
months (Mr. Wills), but must remit the cost of coverage to us. Under the terms of our outstanding options and restricted stock units, all
unvested options and restricted stock units would terminate immediately, and vested options would be exercisable for three months
after termination.
Severance Compensation Without a Change in Control. If we terminate or fail to extend the employment agreement without cause, or
the executive terminates employment with good reason, then the executive will receive as severance pay his salary then in effect,
paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years (Dr. Spana) or 18 months (Mr. Wills)
after the termination date. In addition, upon such event all unvested options would immediately vest and be exercisable for two years
after the termination date or, if earlier, the expiration of the option term, and all unvested restricted stock units would accelerate and
become fully vested.
Severance Compensation After a Change in Control. If, within one year after a change in control, we terminate employment or the
executive terminates employment with good reason, then the executive will receive as severance pay 200% (Dr. Spana) or 150%
(Mr. Wills) of his salary then in effect, paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years
(Dr. Spana) or 18 months (Mr. Wills) after the termination date. We would also reimburse the executive for up to $25,000 in fees and
expenses during the six months following termination, for locating employment. We would also reimburse the executive for any excise
tax he might incur on “excess parachute payments” (as defined in Section 280G(b) of the Internal Revenue Code). All unvested
options would immediately vest and be exercisable for two years after the termination date or, if earlier, the expiration of the option
term. All unvested restricted stock units would vest upon a change in control, without regard to whether the executive’s employment
is terminated.
Option and Restricted Stock Unit Vesting Upon a Change in Control. Options and restricted stock units granted under the 2011 Stock
Incentive Plan vest upon a change in control. If any options granted under the 2005 Stock Plan are to be terminated in connection
with a change in control, those options will vest in full immediately before the change in control.
Definitions. Under the employment agreements, a “change in control,” “cause” and “good reason” are defined as follows:
A “change in control” occurs when:
(a)
(b)
some person or entity acquires more than 50% of the voting power of our outstanding securities;
the individuals who, during any twelve month period, constitute our board of directors cease to constitute at least a
majority of the board of directors;
(c)
we enter into a merger or consolidation; or
(d) we sell substantially all our assets.
The term “cause” means:
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54
(a)
(b)
(c)
the occurrence of (i) the executive’s material breach of, or habitual neglect or failure to perform the material duties
which he is required to perform under, the terms of his employment agreement; (ii) the executive’s material failure to
follow the reasonable directives or policies established by or at the direction of our board of directors; or (iii) the
executive’s engaging in conduct that is materially detrimental to our interests such that we sustain a material loss or
injury as a result thereof, provided that the breach or failure of performance is not cured, to the extent cure is
possible, within ten days of the delivery to the executive of written notice thereof;
the willful breach by the executive of his obligations to us with respect to confidentiality, invention and non-disclosure,
non-competition or non-solicitation; or
the conviction of the executive of, or the entry of a pleading of guilty or nolo contendere by the executive to, any
crime involving moral turpitude or any felony.
The term “good reason” means the occurrence of any of the following, with our failure to cure such circumstances within 30 days of
the delivery to us of written notice by the executive of such circumstances:
(a)
(b)
(c)
(d)
any material adverse change in the executive’s duties, authority or responsibilities, which causes the executive’s
position with us to become of significantly less responsibility, or assignment of duties and responsibilities inconsistent
with the executive’s position;
a material reduction in the executive’s salary;
our failure to continue in effect any material compensation or benefit plan in which the executive participates, unless
an equitable arrangement has been made with respect to such plan, or our failure to continue the executive’s
participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of
the amount of benefits provided and the level of the executive’s participation relative to other participants;
our failure to continue to provide the executive with benefits substantially similar to those enjoyed by the executive
under any of our health and welfare insurance, retirement and other fringe-benefit plans, the taking of any action by
us which would directly or indirectly materially reduce any of such benefits, or our failure to provide the executive
with the number of paid vacation days to which he is entitled; or
(e)
the relocation of the executive to a location which is a material distance from Cranbury, New Jersey.
Director Compensation
The following table sets forth the compensation we paid to all directors during fiscal 2011, except for Dr. Spana, whose compensation
is set forth above in the Summary Compensation Table and related disclosure. Dr. Spana did not receive any separate compensation
for his services as a director.
Name
Fees earned or paid in
cash ($)
Option awards
($) (1) (2)
John K.A. Prendergast, Ph.D.
Perry B. Molinoff, M.D.
Robert K. deVeer, Jr.
Zola P. Horovitz, Ph.D.
Robert I. Taber, Ph.D.
Errol De Souza, Ph.D. (3)
J. Stanley Hull
Alan W. Dunton, M.D. (4)
60,000
30,000
34,000
30,000
32,000
15,000
30,000
0
55
92,735
61,822
61,822
61,822
61,822
6,106
61,822
24,976
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Total ($)
152,735
91,822
95,822
91,822
93,822
21,106
91,822
24,976
(1)
Amounts in this column represent the aggregate grant date fair value for option awards granted in fiscal 2011 computed in
accordance with FASB ASC Topic 718. For a description of the assumptions we used to calculate these amounts, see Note
9 to the consolidated financial statements included in this Annual Report.
(2)
The aggregate number of shares underlying option awards outstanding at June 30, 2011 for each director was:
Dr. Prendergast 180,850
Dr. Molinoff 118,333
Mr. deVeer 117,000
Dr. Horovitz 113,500
Dr. Taber 113,500
Dr. De Souza 29,375
Mr. Hull 107,166
Dr. Dunton 32,500
(3) Dr. De Souza resigned effective December 31, 2010.
(4) Dr. Dunton joined the board on June 22, 2011
Non-Employee Directors’ Option Grants. In the past, our non-employee directors received an annual option grant on the first day of
each fiscal year, or such earlier or later date as determined by the board. On June 22, 2011, the board revised practices relating to
non-employee directors’ option grants so that non-employee directors receive an annual option grant at the board meeting closest to
the beginning of each fiscal year, or such other date as may be determined by the board.
On July 21, 2010, as the annual option grant for our 2011 fiscal year, the chairman of the board received an option to
purchase 6,000 shares of common stock and each other serving non-employee director received an option to purchase 4,000 shares
of common stock. All of these options have an exercise price of $1.70 per share, the closing price of our common stock on the date of
grant, vest in twelve monthly installments beginning on July 31, 2010, expire ten years from the date of grant and provide for
accelerated vesting in the event of involuntarily termination as a director following a change in control, with exercise permitted
following accelerated vesting for up to the earlier of one year after termination or the expiration date of the option.
Following the resignation of Dr. De Souza effective December 31, 2010, the Compensation Committee amended the options
previously granted to him, such that vested options are exercisable until December 31, 2012.
On June 22, 2011, as the annual option grant for our 2012 fiscal year, the chairman of the board received an option to purchase
18,750 shares of common stock and each other serving non-employee director received an option to purchase 12,500 shares of
common stock, which vest in twelve monthly installments beginning on July 31, 2011.
On June 22, 2011, the board also granted additional incentive and retention options to non-employee directors. The
chairman received additional option grants for 60,000 shares which vested as to 50% on the date of grant and vest as to 50% on
June 22, 2012, and for 30,000 shares which vest as to 25% on each anniversary of the grant date, starting June 22, 2012. Each other
non-employee director received additional option grants for 20,000 shares, which vest as to 25% on each anniversary of the grant
date, starting June 22, 2012, and, except for Dr. Dunton, for 40,000 shares, which vested as to 50% on the date of grant and vest as
to 50% on June 22, 2012.
All non-employee director options granted on June 22, 2011 have an exercise price of $0.86 per share, the closing price of
our common stock on the date of grant, expire ten years from the date of grant and provide for accelerated vesting in the event of
involuntarily termination as a director following a change in control, with exercise permitted following accelerated vesting for up to the
earlier of one year after termination or the expiration date of the option.
Non-Employee Directors’ Cash Compensation. Dr. Prendergast serves as chairman of the board and for our 2011 fiscal year
received an annual retainer of $60,000, payable quarterly. Other non-employee directors received an annual retainer of $30,000,
payable on a quarterly basis, with the Audit Committee chairperson and Compensation Committee chairperson receiving an
additional $4,000 and $2,000, respectively, payable on a quarterly basis. On June 22, 2011, the board revised annual retainer rates
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
commencing with our 2012 fiscal year; the chairman will receive an annual retainer of $75,000, with non-employee directors receiving
an annual base retainer
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of $30,000. The chairperson of the Audit Committee will receive an additional annual retainer of $10,000, the chairperson of the
Compensation Committee will receive an additional annual retainer of $7,000 and the chairperson of the Corporate Governance
Committee will receive an additional annual retainer of $4,000. Members of the foregoing committees, other than the non-employee
chairman or any employee director, will receive an additional retainer of one-half the retainer payable to the committee chairperson.
Non-Employee Directors’ Expenses. Non-employee directors are reimbursed for expenses incurred in performing their duties as
directors, including attending all meetings of the board and any committees on which they serve.
Employee Directors. Employee directors are not separately compensated for services as directors, but are reimbursed for
expenses incurred in performing their duties as directors, including attending all meetings of the board and any committees on which
they serve.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans. The table below provides information on our equity
compensation plans as of June 30, 2011:
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders (3)
Equity Compensation Plan Information
as of June 30, 2011
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants and
rights
(b)
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
(c)
2,731,898 (1)
1,500
2,733,398
$4.05 (2)
$28.20
$4.07
1,894,451
0
1,894,451
Total
(1)
(2)
(3)
Consists of 1,533,650 options and 500,000 restricted stock units granted under our 2011 Stock Incentive Plan, 560,595
options granted under our 2005 Stock Plan and 137,653 options granted under our 1996 Stock Option Plan. Both our 2005
Stock Plan and 1996 Stock Option Plan have terminated, but termination does not affect awards that are currently
outstanding under these plans. The shares subject to outstanding awards under the 2005 Stock Plan, if forfeited prior to
exercise, will become available for issuance under the 2011 Stock Incentive Plan.
The amount in column (a) for equity compensation plans approved by security holders includes 500,000 shares reserved for
issuance on vesting of outstanding restricted stock units, granted under our 2011 Stock Incentive Plan, of which half vest on
June 22, 2012 and the balance on June 22, 2013, subject to the fulfillment of service conditions. Because no exercise price is
required for issuance of shares on vesting of the restricted stock units, the weighted-average exercise price in column (b)
does not take the restricted stock units into account.
On May 13, 2002, we issued, without stockholder approval, warrants to purchase 1,500 shares of our common stock to Wistar
Institute of Anatomy and Biology, a technology licensor. These warrants have an exercise price of $28.20 per share and
expire on May 13, 2012.
Beneficial Ownership Tables. The tables below show the beneficial stock ownership and voting power, as of September 20,
2011, of:
57
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· each director, each of the named executive officers, and all current directors and officers as a group; and
· all persons who, to our knowledge, beneficially own more than five percent of the common stock or Series A preferred
stock.
“Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a person has
the right to acquire now or within 60 days after September 20, 2011. See the footnotes for more detailed explanations of the holdings.
Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power
over all shares listed.
The common stock has one vote per share and the Series A preferred stock has approximately 5.38 votes per share. Voting
power is calculated on the basis of the aggregate of common stock and Series A preferred stock outstanding as of September 20,
2011, on which date 34,900,591 shares of common stock and 4,997 shares of Series A preferred stock were outstanding.
The address for all members of our management is c/o Palatin Technologies, Inc., 4C Cedar Brook Drive, Cranbury, NJ
08512. Addresses of other beneficial owners are in the table.
MANAGEMENT:
Class
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of
class
Percent of
voting
power
Common
Carl Spana, Ph.D.
Common
Stephen T. Wills
Common
Trevor Hallam, Ph.D.
Common
John K.A. Prendergast, Ph.D.
Common
Perry B. Molinoff, M.D.
Common
Robert K. deVeer, Jr.
Common
Zola P. Horovitz, Ph.D.
Common
Robert I. Taber, Ph.D.
Common
J. Stanley Hull
Common
Alan W. Dunton
234,764 (1)
201,800 (2)
45,448 (3)
100,742 (4)
65,166 (5)
61,183 (6)
59,833 (7)
59,833 (8)
52,999 (9)
2,083 (10)
*
*
*
*
*
*
*
*
*
*
All current directors and executive officers as a group
(nine persons)
838,403 (11)
2.4%
*Less than one percent.
*
*
*
*
*
*
*
*
*
*
*
(1)
(2)
(3)
(4)
(5)
(6)
Includes 117,675 shares which Dr. Spana has the right to acquire under options, and 4,348 shares which Dr. Spana has the
right to acquire under warrants.
Includes 92,800 shares which Mr. Wills has the right to acquire under options, and 4,348 shares which Mr. Wills has the right
to acquire under warrants.
Dr. Hallam resigned as an executive officer effective December 31, 2010. Includes only shares owned by Dr. Hallam
according to our records as of that date.
Includes 98,975 shares which Dr. Prendergast has the right to acquire under options.
Includes 64,166 shares which Dr. Molinoff has the right to acquire under options.
Includes 61,083 shares which Mr. deVeer has the right to acquire under options.
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58
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(7)
(8)
(9)
Includes 59,333 shares which Dr. Horovitz has the right to acquire under options.
Includes 59,333 shares which Dr. Taber has the right to acquire under options.
Shares which Mr. Hull has the right to acquire under options.
(10)
Shares which Dr. Dunton has the right to acquire under options.
(11)
Includes 617,143 shares which directors and officers have the right to acquire under options and warrants. Does not include
Dr. Hallam's shares.
MORE THAN 5% BENEFICIAL OWNERS:
Class
Name and address of beneficial owner
Common
Common
Common
Common
Common
Series A
Preferred
Series A
Preferred
Series A
Preferred
Series A
Preferred
Austin W. Marxe
David M. Greenhouse
527 Madison Avenue, Suite 2600
New York, NY 10022
Mark N. Lampert
BVF Inc.
BVF Partners L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
James E. Flynn
780 Third Avenue, 37th Floor
New York, NY 10017
Great Point Partners LLC
Jeffrey R. Jay, M.D.
David Kroin
165 Mason Street, 3rd Floor
Greenwich, CT 06830
Quogue Capital LLC
Wayne P. Rothbaum
50 West 57th Street 15th Floor
New York, NY 10019.
Tokenhouse PTE LTD
9 – 11 Reitergasse
Zurich 8027, Switzerland
Steven N. Ostrovsky
43 Nikki Ct.
Morganville, NJ 07751
Thomas L. Cassidy IRA Rollover
38 Canaan Close
New Canaan, CT 06840
Jonathan E. Rothschild
300 Mercer St., #28F
New York, NY 10003
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Amount and nature of
beneficial ownership(1)
Percent of
class
Percent of total
voting
power
4,891,304(2)
13.9%
12.9%
3,496,177(3)
9.9%
9.7%
3,512,825(4)
9.9%
9.3%
3,512,825(5)
9.9%
9.3%
2,173,913(6)
6.2%
5.7%
667
13.3%
500
10.0%
500
10.0%
500
10.0%
*
*
*
*
Series A
Preferred
103336 Canada Inc.
168 Forest Hill Rd.
Toronto, Ontario, M5P2M9
300
6.0%
*
59
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Class
Name and address of beneficial owner
Amount and nature of
beneficial ownership(1)
Percent of
class
Percent of total
voting
power
Series A
Preferred
Series A
Preferred
Series A
Preferred
Series A
Preferred
Series A
Preferred
Series A
Preferred
Arthur J. Nagle
19 Garden Avenue
Bronxville, NY 10708
Thomas P. and Mary E. Heiser, JTWROS
10 Ridge Road
Hopkinton, MA 01748
Carl F. Schwartz
31 West 87th St.
New York, NY 10016
Michael J. Wrubel
3650 N. 36 Avenue, #39
Hollywood, FL 33021
Myron M. Teitelbaum, M.D.
175 Burton Lane
Lawrence, NY 11559
Laura Gold Galleries Ltd. Profit Sharing Trust Park South
Gallery at Carnegie Hall
154 West 57th Street, Suite 114
New York, NY 10019-3321
Series A
Preferred
Laura Gold
180 W. 58th Street
New York, NY 10019
*Less than one percent.
250
5.0%
250
5.0%
250
5.0%
250
5.0%
250
5.0%
250
5.0%
250
5.0%
*
*
*
*
*
*
*
(1)
Unless otherwise indicated by footnote, all share amounts represent outstanding shares of the class indicated, and all
beneficial owners listed have, to our knowledge, sole voting and dispositive power over the shares listed.
(2)
Consists of:
(i) 2,445,652 shares held by Special Situations Life Sciences Fund, L.P., including 195,652 shares issuable on
exercise of Series A warrants;
(ii) 1,467,391 shares held by Special Situations Fund III QP, L.P., including 117,391 shares issuable on exercise of
Series A warrants;
(iii) 489,130 shares held by Special Situations Private Equity Fund, L.P., including 39,130 shares issuable on
exercise of Series A warrants; and
(iv) 489,130 shares held by Special Situations Cayman Fund, L.P., including 39,130 shares issuable on exercise of
Series A warrants.
MGP Advisers Limited Partnership (“MGP”) is the general partner of the Special Situations Fund III, QP, L.P. AWM
Investment Company, Inc. (“AWM”) is the general partner of MGP, the general partner of and investment adviser to the
Special Situations Cayman Fund, L.P. and the investment adviser to the Special Situations Fund III, QP, L.P., the Special
Situations Private Equity Fund, L.P. and the Special Situations Life Sciences Fund, L.P. Austin W. Marxe and David M.
Greenhouse are the principal owners of MGP and AWM. Through their control of MGP and AWM, Messrs. Marxe and
Greenhouse share voting and investment control over the portfolio securities of each of the funds listed above.
(3)
Includes 96,177 shares issuable on exercise of certain warrants. Mr. Lampert is the president of BVF Inc. Based on a joint
Schedule 13G filing dated February 24, 2011 and on holdings of record, each of the
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
60
owners listed had shared voting and dispositive power with respect to all the shares listed, and the following entities shared
voting and dispositive power over the number of shares indicated:
(i) BVF Investments, L.L.C.: 1,933,180 shares, including 53,180 shares issuable on exercise of certain warrants;
(ii) Biotechnology Value Fund, L.P.: 806,177 shares, including 22,177 shares issuable on exercise of certain
warrants;
(iii) Biotechnology Value Fund II, L.P.: 557,332 shares, including 15,332 shares issuable on exercise of certain
warrants; and
(iv) Investment 10, L.L.C.: 199,488 shares, including 5,488 shares issuable on exercise of certain warrants.
(4)
Includes 262,825 shares issuable on exercise of Series A warrants. Based on a joint Schedule 13G/A filed on March 15, 2011
filed by Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special Situations Fund International Limited and James E. Flynn (collectively, “Deerfield”), reporting ownership of 3,532,609
shares, including 282,609 shares issuable on exercise of Series A warrants, consisting of:
(i) 1,398,913 shares beneficially owned by Deerfield Special Situations Fund, L.P., including 111,913 shares issuable
on exercise of Series A warrants, and
(ii) 2,133,696 shares beneficially owned by Deerfield Special Situations Fund International Limited., including
170,696 shares issuable on exercise of Series A warrants.
Deerfield Capital, L.P. shares voting and dispositive power over the shares owned by Deerfield Special Situations Fund, L.P.,
Deerfield Management Company L.P. shares voting and dispositive power over the shares owned by Deerfield Special
Situations Fund International Limited and James E. Flynn shares voting and dispositive power over the shares owned by
Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited. The warrants are subject
to provisions restricting their exercise to the extent that, upon such exercise, the number of shares then beneficially owned by
the holder and its affiliates and any other person or entities with which such holder would constitute a group would exceed
9.99% of the total number of shares then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of
shares reported, Deerfield disclaimed beneficial ownership of the shares underlying the warrant to the extent beneficial
ownership of those shares would cause Deerfield to exceed the Ownership Cap. The number of shares included in the table
gives effect to the Ownership Cap.
(5)
Includes 262,825 shares issuable on exercise of Series A warrants. Dr. Jay and Mr. Kroin are managing members of Great
Point Partners, LLC. Based on a joint Schedule 13G filing dated March 1, 2011, each of the owners listed had shared voting
and dispositive power with respect to all the shares listed. Point Partners, LLC is the investment manager for the following
entities or persons, which have shared voting and dispositive power over the number of shares indicated:
(i) Biomedical Value Fund, LP: 1,060,655 shares, including 92,231 shares issuable on exercise of Series A warrants;
(ii) Biomedical Offshore Value Fund, Ltd.: 611,644 shares, including 53,186 shares issuable on exercise of Series A
warrants;
(iii) Biomedical Institutional Value Fund, LP: 393,303 shares, including 34,200 shares issuable on exercise of Series
A warrants;
(iv) Lyrical Multi-Manager Fund, LP: 530,328 shares, including 46,116 shares issuable on exercise of Series A
warrants;
(v) Class D Series of GEF-PS, LP: 530,328 shares, including 46,116 shares issuable on exercise of Series A
warrants;
(vi) David J. Morrison: 17,678 shares, including 1,537 shares issuable on exercise of Series A warrants.
(vii) WS Investments III, LLC: 106,064 shares, including 9,223 shares issuable on exercise of Series A warrants.
(6)
Includes 173,913 shares issuable on exercise of Series A warrants. According to a joint Schedule 13G filing dated February
24, 2011, each of the owners listed had shared voting and dispositive power with respect to all the shares listed. Mr.
Rothbaum is the president of Quogue Capital LLC.
61
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The board of directors has determined that all of the directors except for Dr. Spana (our chief executive officer and president) and Dr.
Prendergast (our chairman) are independent directors, as defined in the listing standards of the NYSE Amex, on which our common
stock is listed.
As a condition of employment, we require all employees to disclose in writing actual or potential conflicts of interest, including related
party transactions. Our code of corporate conduct and ethics, which applies to employees, officers and directors, requires that the
Audit Committee review and approve related party transactions. In connection with a firm commitment public offering which is
described in a prospectus dated February 24, 2011 which we filed with the SEC, our two executive officers, Carl Spana, Ph.D. and
Stephen T. Wills, each purchased 50,000 units, consisting of 50,000 shares of common stock, 50,000 Series A warrants and 50,000
Series B warrants, at the public offering price of $1.00 per unit, which purchase was reviewed and approved by our Audit Committee.
Other than as disclosed in this paragraph, since July 1, 2009, there have been no transactions or proposed transactions in which we
were or are to be a participant, in which any related person had or will have a direct or indirect material interest.
Item 14. Principal Accountant Fees and Services.
KPMG LLP (KPMG) served as our independent registered public accounting firm for fiscal 2011 and fiscal 2010.
Audit Fees. For fiscal 2011, we anticipate that KPMG will bill us a total of $282,500 for professional services rendered for the audit of
our annual consolidated financial statements, review of our consolidated financial statements in our Forms 10-Q and services
provided in connection with regulatory filings. For fiscal 2010, the total billed for the same services was $210,000.
Audit-Related Fees. For fiscal 2011 and 2010, KPMG did not perform or bill us for any audit-related services.
Tax Fees. For fiscal 2011, we anticipate that KPMG will bill us a total of $50,346 for professional services rendered for tax
compliance. For fiscal 2010, KPMG billed us $15,500 for professional services rendered for tax compliance.
All Other Fees. KPMG did not perform or bill us for any services other than those described above for fiscal 2011 and 2010.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. Consistent with SEC
policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation for and
overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee
has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public
accounting firm.
The Audit Committee pre-approves fees for each category of service. The fees are budgeted and the Audit Committee requires the
independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the
year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent
registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit
Committee requires specific pre-approval before engaging the independent registered public accounting firm.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is
delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled
meeting.
62
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of the report:
1. Financial statements: The following consolidated financial statements are filed as a part of this report under Item 8 –
Financial Statements and Supplementary Data:
— Report of Independent Registered Public Accounting Firm
— Consolidated Balance Sheets
— Consolidated Statements of Operations
— Consolidated Statements of Cash Flows
— Consolidated Statements of Stockholders’ Equity
— Notes to Consolidated Financial Statements
2. Financial statement schedules: None.
3. Exhibits:
No.
3.01
3.02
3.03
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
Description
Certificate of amendment of restated certificate of incorporation. Incorporated by reference to Exhibit 3.1 of our Current
Report on Form 8-K, filed with the SEC on May 12, 2011.
Restated certificate of incorporation, as amended. Incorporated by reference to Exhibit 3.01 of our Annual Report on
Form 10-K for the year ended June 30, 2010, filed with the SEC on September 27, 2010.
Bylaws. Incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form 10-Q for the quarter ended
December 31, 2007, filed with the SEC on February 8, 2008.
Form of warrant issued to purchasers in our August 2009 registered direct offering. Incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on August 13, 2009.
Form of Series A and Series B warrant issued to purchasers in our February 2010 registered direct offering.
Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on March 1, 2010.
Form of warrant issued to purchasers in our June 2010 registered direct offering. Incorporated by reference to Exhibit
4.1 of our Current Report on Form 8-K, filed with the SEC on June 28, 2010.
Form of waiver agreement relating to our Series A and Series B warrants issued to purchasers in our February 2010
registered direct offering. Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the
SEC on June 28, 2010.
Warrant Agreement dated as of March 1, 2011, between Palatin and American Stock Transfer & Trust Company, a
New York limited liability trust company. Incorporated by reference to Exhibit 4.1 of our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
Definitive form of Series A Warrant certificate pursuant to Palatin’s effective registration statement No. 333-170227 on
Form S-1. Incorporated by reference to Exhibit 4.2 of our Quarterly Report on Form 10-Q for the quarter ended March
31, 2011, filed with the SEC on May 13, 2011.
Definitive form of Series B Warrant certificate pursuant to Palatin’s effective registration statement No. 333-170227 on
Form S-1. Incorporated by reference to Exhibit 4.3 of our Quarterly Report on Form 10-Q for the quarter ended March
31, 2011, filed with the SEC on May 13, 2011.
Definitive form of underwriters’ warrant to purchase common stock pursuant to Palatin’s effective registration statement
No. 333-170227 on Form S-1. Incorporated by reference to Exhibit 4.4 of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
10.01
1996 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10.01 of our Annual Report on Form 10-K
for the year ended June 30, 2009, filed with the SEC on September 28, 2009.†
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.02
Strategic Collaboration Agreement dated as of August 17, 1999, between Palatin and Mallinckrodt, Inc. Incorporated
by reference to Exhibit 10.21 of our amended Annual Report on Form 10-KSB/A for the year ended June 30, 1999,
filed with the SEC on December 28, 1999.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
No.
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Description
Amendment To Strategic Collaboration Agreement dated as of May 13, 2002 between Palatin and
Mallinckrodt, Inc. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002, filed with the SEC on May 15, 2002. We have obtained confidential treatment
of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.
Amendment to Strategic Collaboration Agreement dated as of October 1, 2005, between Palatin and
Mallinckrodt, Inc. Incorporated by reference to Exhibit 10.32 of our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005, filed with the SEC on November 8, 2005. We have obtained confidential
treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information
subject to the confidentiality request.
Form of Option Certificate (incentive option) under the 2005 Stock Plan. Incorporated by reference to Exhibit
10.1 of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Incentive Stock Option Agreement – Standard under the 2005 Stock Plan. Incorporated by reference
to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Option Certificate (non-qualified option) under the 2005 Stock Plan. Incorporated by reference to
Exhibit 10.3 of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Non-Qualified Stock Option Agreement under the 2005 Stock Plan. Incorporated by reference to
Exhibit 10.4 of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Research Collaboration and License Agreement dated January 30, 2007, between Palatin and AstraZeneca
AB. Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended
December 31, 2006, filed with the SEC on February 8, 2007. We have obtained confidential treatment of
certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.
Palatin Technologies, Inc. 2007 Change in Control Severance Plan. Incorporated by reference to Exhibit 10.4
of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, filed with the SEC on
February 8, 2008. †
2005 Stock Plan, as amended effective December 7, 2007, March 10, 2009 and May 13, 2009. Incorporated
by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009,
filed with the SEC on May 15, 2009. †
Form of Executive Officer Option Certificate. Incorporated by reference to Exhibit 10.1 of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 14, 2008. †
Form of Amended Restricted Stock Unit Agreement. Incorporated by reference to Exhibit 10.2 of our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 14, 2008. †
Form of Amended Option Certificate (incentive option) under the 2005 Stock Plan. Incorporated by reference
to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the
SEC on May 14, 2008. †
First Amendment dated June 27, 2008 to the Research Collaboration and License Agreement between
Palatin and AstraZeneca AB. Incorporated by reference to Exhibit 10.28 of our Annual Report on Form 10-K
for the year ended June 30, 2008, filed with the SEC on September 29, 2008. We have obtained confidential
treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information
subject to the confidentiality request.
Second Amendment dated December 5, 2008 to the Research Collaboration and License Agreement
between Palatin and AstraZeneca AB. Incorporated by reference to Exhibit 10.2 of our Quarterly Report on
Form 10-Q for the quarter ended December 31, 2008, filed with the SEC on February 13, 2009. We have
obtained confidential treatment of certain provisions contained in this exhibit. The copy filed as an exhibit
omits the information subject to the confidentiality request.
64
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
No.
Description
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
21
23
31.1
31.2
32.1
Clinical Trial Sponsored Research Agreement dated December 5, 2008 to the Research Collaboration and License
Agreement between Palatin and AstraZeneca AB. Incorporated by reference to Exhibit 10.3 of our Quarterly Report on
Form 10-Q for the quarter ended December 31, 2008, filed with the SEC on February 13, 2009. We have obtained
confidential treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information
subject to the confidentiality request.
Form of securities purchase agreement for our August 2009 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on August 13, 2009.
Form of securities purchase agreement for our February 2010 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on March 1, 2010.
Form of securities purchase agreement for our June 2010 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 28, 2010.
Employment Agreement, effective as of July 1, 2010, between Palatin and Carl Spana. Incorporated by reference to
Exhibit 10.23 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on September
27, 2010. †
Employment Agreement, effective as of July 1, 2010, between Palatin and Stephen T. Incorporated by reference to
Exhibit 10.24 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on September
27, 2010. Wills. †
Employment Agreement, effective as of July 1, 2010, between Palatin and Trevor Hallam. Incorporated by reference to
Exhibit 10.25 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on September
27, 2010. †
Third Amendment dated September 24, 2009 to the Research Collaboration and License Agreement between Palatin
and AstraZeneca AB. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, filed with the SEC on November 13, 2009. We have obtained confidential treatment of
certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.
Separation Agreement, Waiver and Release by and between Palatin and Trevor Hallam, dated November 14, 2010.
Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on November 19,
2010. †
Underwriting Agreement dated February 24, 2011 by and between Palatin and Roth Capital Partners, LLC.
Incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K, filed with the SEC on February 24, 2011.
2011 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 13, 2011. †
Form of Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to Exhibit
10.2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
†
Form of Nonqualified Stock Option Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May
13, 2011. †
Form of Incentive Stock Option Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to Exhibit
10.4 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
†
Subsidiaries of the registrant. *
Consent of KPMG LLP. *
Certification of Chief Executive Officer. *
Certification of Chief Financial Officer. *
Certification of principal executive officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
65
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
32.2
Certification of principal financial officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
_______________________________
* Exhibit filed or furnished with this report.
† Management contract or compensatory plan or arrangement.
66
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PALATIN TECHNOLOGIES, INC.
By: /s/ Carl Spana
Carl Spana, Ph.D.
President and Chief Executive Officer
(principal executive officer)
Date: September 21, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Carl Spana
Carl Spana
/s/ Stephen T. Wills
Stephen T. Wills
/s/ John K.A. Prendergast
John K.A. Prendergast
/s/ Perry B. Molinoff
Perry B. Molinoff
/s/ Robert K. deVeer, Jr.
Robert K. deVeer, Jr.
/s/ Zola P. Horovitz
Zola P. Horovitz
/s/ Robert I. Taber
Robert I. Taber
/s/ J. Stanley Hull
J. Stanley Hull
/s/ Alan W. Dunton
Alan W. Dunton
Title
Date
President, Chief Executive Officer and Director
September 21, 2011
(principal executive officer)
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
(principal financial and accounting officer)
September 21, 2011
Chairman and Director
September 21, 2011
Director
Director
Director
Director
Director
Director
67
September 21, 2011
September 21, 2011
September 21, 2011
September 21, 2011
September 21, 2011
September 21, 2011
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
EXHIBIT INDEX
No.
3.01
3.02
3.03
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
Description
Certificate of amendment of restated certificate of incorporation. Incorporated by reference to Exhibit 3.1 of our Current
Report on Form 8-K, filed with the SEC on May 12, 2011.
Restated certificate of incorporation, as amended. Incorporated by reference to Exhibit 3.01 of our Annual Report on
Form 10-K for the year ended June 30, 2010, filed with the SEC on September 27, 2010.
Bylaws. Incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form 10-Q for the quarter ended
December 31, 2007, filed with the SEC on February 8, 2008.
Form of warrant issued to purchasers in our August 2009 registered direct offering. Incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on August 13, 2009.
Form of Series A and Series B warrant issued to purchasers in our February 2010 registered direct offering.
Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on March 1, 2010.
Form of warrant issued to purchasers in our June 2010 registered direct offering. Incorporated by reference to Exhibit
4.1 of our Current Report on Form 8-K, filed with the SEC on June 28, 2010.
Form of waiver agreement relating to our Series A and Series B warrants issued to purchasers in our February 2010
registered direct offering. Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the
SEC on June 28, 2010.
Warrant Agreement dated as of March 1, 2011, between Palatin and American Stock Transfer & Trust Company, a
New York limited liability trust company. Incorporated by reference to Exhibit 4.1 of our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
Definitive form of Series A Warrant certificate pursuant to Palatin’s effective registration statement No. 333-170227 on
Form S-1. Incorporated by reference to Exhibit 4.2 of our Quarterly Report on Form 10-Q for the quarter ended March
31, 2011, filed with the SEC on May 13, 2011.
Definitive form of Series B Warrant certificate pursuant to Palatin’s effective registration statement No. 333-170227 on
Form S-1. Incorporated by reference to Exhibit 4.3 of our Quarterly Report on Form 10-Q for the quarter ended March
31, 2011, filed with the SEC on May 13, 2011.
Definitive form of underwriters’ warrant to purchase common stock pursuant to Palatin’s effective registration statement
No. 333-170227 on Form S-1. Incorporated by reference to Exhibit 4.4 of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
1996 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10.01 of our Annual Report on Form 10-K
for the year ended June 30, 2009, filed with the SEC on September 28, 2009.†
Strategic Collaboration Agreement dated as of August 17, 1999, between Palatin and Mallinckrodt, Inc. Incorporated
by reference to Exhibit 10.21 of our amended Annual Report on Form 10-KSB/A for the year ended June 30, 1999,
filed with the SEC on December 28, 1999.
Amendment To Strategic Collaboration Agreement dated as of May 13, 2002 between Palatin and Mallinckrodt, Inc.
Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002,
filed with the SEC on May 15, 2002. We have obtained confidential treatment of certain provisions contained in this
exhibit. The copy filed as an exhibit omits the information subject to the confidentiality request.
Amendment to Strategic Collaboration Agreement dated as of October 1, 2005, between Palatin and Mallinckrodt, Inc.
Incorporated by reference to Exhibit 10.32 of our Quarterly Report on Form 10-Q for the quarter ended September 30,
2005, filed with the SEC on November 8, 2005. We have obtained confidential treatment of certain provisions
contained in this exhibit. The copy filed as an exhibit omits the information subject to the confidentiality request.
Form of Option Certificate (incentive option) under the 2005 Stock Plan. Incorporated by reference to Exhibit 10.1 of
our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Incentive Stock Option Agreement – Standard under the 2005 Stock Plan. Incorporated by reference to Exhibit
10.2 of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Option Certificate (non-qualified option) under the 2005 Stock Plan. Incorporated by reference to Exhibit 10.3
of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
Form of Non-Qualified Stock Option Agreement under the 2005 Stock Plan. Incorporated by reference to Exhibit 10.4
of our Current Report on Form 8-K, filed with the SEC on September 21, 2005. †
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.09
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
Research Collaboration and License Agreement dated January 30, 2007, between Palatin and AstraZeneca AB.
Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended December 31,
2006, filed with the SEC on February 8, 2007. We have obtained confidential treatment of certain provisions contained
in this exhibit. The copy filed as an exhibit omits the information subject to the confidentiality request.
Palatin Technologies, Inc. 2007 Change in Control Severance Plan. Incorporated by reference to Exhibit 10.4 of our
Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, filed with the SEC on February 8, 2008. †
2005 Stock Plan, as amended effective December 7, 2007, March 10, 2009 and May 13, 2009. Incorporated by
reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with
the SEC on May 15, 2009. †
Form of Executive Officer Option Certificate. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2008, filed with the SEC on May 14, 2008. †
Form of Amended Restricted Stock Unit Agreement. Incorporated by reference to Exhibit 10.2 of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 14, 2008. †
Form of Amended Option Certificate (incentive option) under the 2005 Stock Plan. Incorporated by reference to Exhibit
10.3 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 14, 2008.
†
First Amendment dated June 27, 2008 to the Research Collaboration and License Agreement between Palatin and
AstraZeneca AB. Incorporated by reference to Exhibit 10.28 of our Annual Report on Form 10-K for the year ended
June 30, 2008, filed with the SEC on September 29, 2008. We have obtained confidential treatment of certain
provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the confidentiality
request.
Second Amendment dated December 5, 2008 to the Research Collaboration and License Agreement between Palatin
and AstraZeneca AB. Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter
ended December 31, 2008, filed with the SEC on February 13, 2009. We have obtained confidential treatment of
certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.
Clinical Trial Sponsored Research Agreement dated December 5, 2008 to the Research Collaboration and License
Agreement between Palatin and AstraZeneca AB. Incorporated by reference to Exhibit 10.3 of our Quarterly Report on
Form 10-Q for the quarter ended December 31, 2008, filed with the SEC on February 13, 2009. We have obtained
confidential treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information
subject to the confidentiality request.
Form of securities purchase agreement for our August 2009 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on August 13, 2009.
Form of securities purchase agreement for our February 2010 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on March 1, 2010.
Form of securities purchase agreement for our June 2010 registered direct offering. Incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 28, 2010.
Employment Agreement, effective as of July 1, 2010, between Palatin and Carl Spana. Incorporated by reference to
Exhibit 10.23 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on September
27, 2010. †
Employment Agreement, effective as of July 1, 2010, between Palatin and Stephen T. Wills. Incorporated by reference
to Exhibit 10.24 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on
September 27, 2010. †
Employment Agreement, effective as of July 1, 2010, between Palatin and Trevor Hallam. Incorporated by reference to
Exhibit 10.25 of our Annual Report on Form 10-K for the year ended June 30, 2010, filed with the SEC on September
27, 2010. †
Third Amendment dated September 24, 2009 to the Research Collaboration and License Agreement between Palatin
and AstraZeneca AB. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, filed with the SEC on November 13, 2009. We have obtained confidential treatment of
certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.
Separation Agreement, Waiver and Release by and between Palatin and Trevor Hallam, dated November 14, 2010.
Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on November 19,
2010. †
Underwriting Agreement dated February 24, 2011 by and between Palatin and Roth Capital Partners, LLC.
Incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K, filed with the SEC on February 24, 2011.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.27
10.28
10.29
10.30
21
23
31.1
31.2
32.1
32.2
2011 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 13, 2011. †
Form of Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to Exhibit
10.2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
†
Form of Nonqualified Stock Option Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May
13, 2011. †
Form of Incentive Stock Option Agreement under the 2011 Stock Incentive Plan. Incorporated by reference to Exhibit
10.4 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011.
†
Subsidiaries of the registrant. *
Consent of KPMG LLP. *
Certification of Chief Executive Officer. *
Certification of Chief Financial Officer. *
Certification of principal executive officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
Certification of principal financial officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
_______________________________
* Exhibit filed or furnished with this report.
† Management contract or compensatory plan or arrangement.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-21 3 ex21.htm
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Name of subsidiary
RhoMed Incorporated
State of
Incorporation
New Mexico
Name Under Which
Subsidiary Does Business
RhoMed Incorporated
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-23 4 ex23.htm
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Palatin Technologies:
We consent to the incorporation by reference in the registration statement on Form S-1 (No. 333-170227), registration statements on
Form S-3 (Nos. 333-33569, 333-56605, 333-64951, 333-72873, 333-84421, 333-52024, 333-54918, 333-74990, 333-100469, 333-
101764, 333-104370, 333-112908, 333-128585, 333-132369, 333-140648, 333-146392, and 333-174251) and registration statements
on Form S-8 (Nos. 333-57079, 333-83876, 333-128854, 333-149093, 333-163158 and 333-174257) of Palatin Technologies, Inc. of
our report dated September 21, 2011, with respect to the consolidated balance sheets of Palatin Technologies, Inc. and subsidiary as
of June 30, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss and
cash flows for each of the years in the three-year period ended June 30, 2011, which report appears in the June 30, 2011 annual
report on Form 10-K of Palatin Technologies, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
September 21, 2011
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-31 5 ex31-1.htm
I, Carl Spana, certify that:
EXHIBIT 31.1
Certification of Chief Executive Officer
1. I have reviewed this Annual Report on Form 10-K of Palatin Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: September 21, 2011
/s/ Carl Spana
Carl Spana, President and Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-31 6 ex31-2.htm
I, Stephen T. Wills, certify that:
EXHIBIT 31.2
Certification of Chief Financial Officer
1. I have reviewed this Annual Report on Form 10-K of Palatin Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: September 21, 2011
/s/ Stephen T. Wills
Stephen T. Wills, Executive Vice President, Chief
Financial Officer and Chief Operating Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-32 7 ex32-1.htm
EXHIBIT 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Carl Spana, President and Chief Executive Officer of Palatin Technologies, Inc., hereby certify, to my knowledge, that the Annual
Report on Form 10-K for the year ended June 30, 2011 of Palatin Technologies, Inc. (the “Form 10-K”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly
presents, in all material respects, the financial condition and results of operations of Palatin Technologies, Inc.
Dated: September 21, 2011
/s/ Carl Spana
Carl Spana, President and Chief Executive Officer
(Principal Executive Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EX-32 8 ex32-2.htm
EXHIBIT 32.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Stephen T. Wills, Executive Vice President, Chief Financial Officer and Chief Operating Officer of Palatin Technologies, Inc., hereby
certify, to my knowledge, that the Annual Report on Form 10-K for the year ended June 30, 2011 of Palatin Technologies, Inc. (the
“Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
Palatin Technologies, Inc.
Dated: September 21, 2011
/s/ Stephen T. Wills
Stephen T. Wills, Executive Vice President, Chief
Financial Officer and Chief Operating Officer
(Principal Financial Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.