Just the facts maam
1 day ago
Silver, of the 11.76 million shares available, 8.29 million are accounted for. This leaves ANIP with 2.88 million shares left for business development, potential future dividends (more importantly dividend reinvestment), etc...
As of March 24, 2025, we had 592,963 shares held in treasury and 8,287,643 shares of our common stock subject to outstanding stock options and performance-based stock units, subject to other convertible securities, and reserved for our Amended and Restated 2022 Stock Incentive Plan and Amended and Restated 2016 Employee Stock Purchase Plan, thereby leaving 2,878,553 shares of common stock unassigned and authorized for potential issuance of the current 33,333,334 shares of common stock authorized. If the Share Increase Amendment is approved, there will be 35,545,219 shares of common stock unassigned and authorized for potential issuance. If approved, the Share Increase Amendment will not change the number of shares of Series A Preferred Stock or Class C Special Stock authorized for issuance.
These purposes may include, but are not limited to:
•expanding our business through the acquisition of other businesses, products or assets;
•establishing partnerships and strategic relationships with other companies;
•raising capital through the future sale of our common stock when necessary or appropriate; and
•attracting and retaining valuable employees by providing shares available for equity incentives.
The Board believes that it is desirable and in the best interests of the Company and its stockholders to have a sufficient number of additional shares of common stock available for issuance from time to time, as the occasion may arise, for future financing and acquisition transactions, to permit stock dividends or stock splits at some future date, equity incentives for employees, and for other proper corporate purposes. Therefore, the Board has approved, and unanimously recommends that the stockholders of the Company approve the Share Increase Amendment.
The following are incidents I found where increasing authorized shares benefited shareholders.
Corcept biopharma - 2012 increase in authorized shares trading at Approx. $4 now trades at $63
Array biopharma - October 2018 increased authorized shares trading at $16, 8 month later Pfizer offered to acquire Array for $48 per share.
Personally, I would like the option of reinvesting dividends in the future, so the company needs more authorized shares.
Just the facts maam
3 weeks ago
CG Oncology's latest 10-k filing provides their shareholders with very little information regarding the ANIP litigation.
Legal proceedings, government investigations and enforcement actions can be expensive and time-consuming. For example, on March 4, 2024, a complaint was filed in the Superior Court of the State of Delaware by ANI Pharmaceuticals, Inc. (ANI) naming us as defendant, seeking a declaratory judgement that a provision in an assignment and technology transfer agreement between us and ANI (formerly BioSante Pharmaceuticals, Inc.), dated November 15, 2010, obligates us to pay ANI 5% of worldwide net sales of cretostimogene. The court has most recently set a trial date of July 21, 2025. While we continue to believe the allegations are without merit and intend to vigorously defend this matter, such litigation could result in substantial costs and divert our management’s attention from other business concerns, cause us reputational damage, negatively affect our stock price and result in monetary damages and future royalty obligations, if and to the extent cretostimogene receives regulatory approval. An adverse outcome resulting from any legal proceedings, investigations or enforcement actions could result in significant damages awards, fines, penalties, exclusion from the federal healthcare programs, healthcare debarment, injunctive relief, product recalls, reputational damage and modifications of our business practices, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Even if such a proceeding, investigation or enforcement action is ultimately decided in our favor, the investigation and defense thereof could require substantial financial and management resources.
Just the facts maam
1 month ago
According to Articles II and III, it looks like ANIP clearly differentiated the Technology Agreement from the Patent Assignment agreement as articulated in sections 2.1 and 2.2. In section 3.3, it clearly states that the running royalties are tied to an approved therapy derived all or in part from the BioSante Technology. Big gamble on CG Oncology's part to go to trial, a roll of the dice on potential punitive damages. Intent of the deal looks pretty clear.
ARTICLE II
ASSIGNMENT AND TRANSFER OF RIGHTS AND TECHNOLOGY
2.1 Assignment of Intellectual Property Rights and BioSante Technology. Subject to the terms and conditions of this Agreement (including without limitation full payment under Article III), BioSante, on behalf of itself and its Affiliates, hereby sells, assigns and transfers to Cold Genesys all entire right title and interest and to the BioSante Patents and the BioSante Knowhow.
2.2 Patent Assignment Agreement. Contemporaneously with the execution of this Agreement, the Parties shall execute a “Patent Assignment Agreement” in a form substantially similar to that attached hereto as Exhibit I to document the transfer of the BioSante Patents. Cold Genesys shall have sole responsibility, at its sole cost and expense, to file the Patent Assignment Agreement and any forms or documents as required to record the assignment of the BioSante Patents from BioSante to Cold Genesys with the United States Patent & Trademark Office and any applicable foreign equivalents. As of the Effective Date, as between the Parties, Cold Genesys shall be solely responsible for maintaining (including prosecution and payment of all fees) and enforcing the assigned BioSante Patents.
2.3 Transfer of the Ownership of BioSante BioMaterials and BioSante Documentation. In connection with the assignment above in Section 2.1, BioSante shall provide and/or deliver to Cold Genesys:
(a) BioSante BioMaterials. On the Effective Date, BioSante shall transfer the ownership of, at Cold Genesys’s sole cost and expense, the BioSante BioMaterials to a location of Cold Genesys’s choice. As of the Effective Date, as between the Parties, Cold Genesys shall be solely responsible for controlling, maintaining and storing the BioSante BioMaterials at its sole cost and expense. Upon Cold Genesys’s written request, BioSante agrees to temporarily maintain the BioSante BioMaterials at its present location, Pacific BioMaterials Management, Inc. in Fresno, Ca, on behalf of Cold Genesys, and at Cold Genesys’s sole cost and expense, at the current rate of four hundred and seventy five US dollars ($475) per month for up to a period of three (3) months.
(b) BioSante Documentation. On the Effective Date, BioSante shall transfer the ownership of, to Cold Genesys, at Cold Genesys’s sole cost and expense, the BioSante Documentation to a location of Cold Genesys’s choice. As of the Effective Date, as between the Parties, Cold Genesys shall be solely responsible for controlling, maintaining and storing the BioSante Documentation at its sole cost and expense.
(c) BioSante Patents. Within ten (10) business days after the Effective Date, BioSante agrees to provide to Cold Genesys: (a) copies of all of its patent files of the patents and of the pending patent applications constituting BioSante Patents and the names and addresses of counsel who are currently involved in the prosecution thereof, and (b) copies of other relevant documents, if any, in BioSante’s possession that relate to the BioSante Patents, including the prosecution histories constituting the BioSante Patents. Cold Genesys shall be responsible for retaining present patent counsel or transfer of the responsibility for oversight of the patents to another law firm or third party.
2.4 Excluded Assets; No Implied Licenses. Nothing contained in this Agreement shall be construed as conferring (i) any ownership rights to any intellectual property rights, technology or any other assets (whether tangible or intangible) owned or controlled by BioSante other than those expressly transferred under Article II of this Agreement, or (ii) any license rights, by implication, estoppel or otherwise, under any intellectual property rights owned or controlled by BioSante, other than as expressly transferred or granted in Article II of this Agreement.
2.5 Technical Assistance. Except as provided under Sections 2.2 & 2.3, neither Party shall be required to provide the other Party with any technical assistance or to furnish the other Party with, or obtain on their behalf, any documents, materials or other information or BioSante Technology.
2.6 No Assumption of Liabilities. Notwithstanding anything herein to the contrary, neither party shall not assume any liability of the other Party, including, without limitation, any such liability relating to any fact, circumstance, occurrence, condition, act or event or omission occurring prior to the Effective Date.
2.7 Insolvency. Notwithstanding anything herein to the contrary, should Cold Genesys become insolvent or cease to exist as an on-going business entity, within 12 months from the Effective Date of this Agreement, Cold Genesys agrees to assign its entire right, title and interest in any remaining BioSante Technology to BioSante or its successor. Cold Genesys will have the sole right to choose what portions of BioSante Technology need to be maintained or being used during this period and the remaining BioSante Technology will pertain only to those remaining portions in an “as is” condition.
ARTICLE III
COMPENSATION
3.1 Initial Payments. In exchange and consideration for the rights and BioSante Technology transferred hereunder in Sections, 2.1, 2.2 and 2.3, Cold Genesys shall pay BioSante:
(a) a one-time, non-refundable acquisition fee of fifty thousand US dollars ($50,000) (“Acquisition Fee”) upon the
Effective Date; and
(b) a one-time, non-refundable payment to reimburse BioSante for actual fees and costs related to filing, prosecuting or maintaining the BioSante Patents from June 23, 2010, the Effective Date of the MOU, to the Effective Date of this Agreement in the amount of forty thousand six hundred and ninety one dollars and twenty cents ($40,691.20) composed of thirty eight thousand five hundred five ($38,505) in costs and fees plus two thousand one hundred eighty six dollars and twenty cents ($2,186.20) in patent annuities. (“Reimbursement Payment”).
3.2 Sublicensing Fees. Cold Genesys, and its Affiliates, shall pay to BioSante thirty percent (30%) of any Sublicensing Fees received from any Sublicensee should Cold Genesys or its Affiliates license or sell the BioSante Technology to a Third Party prior to completion of a Phase 2 Clinical Trial.
3.3 Running Royalties. Cold Genesys, its Sublicensees and its Affiliates, shall pay to BioSante running royalties in the amount of five percent (5%) on Net Sales of CG0070 in the Territory; and two percent (2%) on Net Sales of other OVT Products for an approved therapy derived all or in part from the BioSante Technology. In the event that other royalties are due after successful development of the BioSante Technology, royalty payments to BioSante shall be adjusted such that total royalty payments for CG0070 five percent (5%) or other OVT Products two percent (2%) not exceed a total of five percent (5%) and two percent (2%), respectively; however, the royalty due to BioSante shall not be reduced to less than 2.5% and 1% respectively.
Exhibit 10.1 of ANIP Q1 2024 10-Q
silvr_surfr
1 month ago
I asked Grok to weigh in on who's winning our dispute with Cg Oncology. Here is the response (what an age we are living in):
The trial between ANI Pharmaceuticals, Inc. (formerly BioSante Pharmaceuticals, Inc.) and CG Oncology, Inc. (formerly Cold Genesys, Inc.) centers on a dispute over royalty payments tied to an Assignment and Technology Transfer Agreement from November 2010. Since you’ve asked who “appears to be winning” as of March 12, 2025, I’ll base my analysis on the most recent public court documents available—specifically, the Delaware Superior Court’s Memorandum Opinion and Order from November 18, 2024 (C. A. N24C-03-022-SKR CCLD)—and assess the current trajectory without speculating beyond the record.
Background of the Case
Agreement: ANI sold CG its oncolytic virus technology (OVT), including materials and patents for CG0070 (cretostimogene grenadenorepvec), a bladder cancer drug. In return, CG agreed to pay royalties on sales of CG0070 and related products.
Dispute: ANI claims CG owes royalties as CG0070 nears commercialization (post-Phase 3 trials and IPO in 2024). CG argues no royalties are due because the assigned patents expired—or will expire—before revenue is generated, nullifying the obligation under their interpretation of the agreement.
Legal Action: ANI filed suit in Delaware Superior Court in March 2024, alleging breach of contract. CG moved for judgment on the pleadings or summary judgment to dismiss the case.
Latest Ruling (November 18, 2024)
CG’s Motion Denied: The court denied CG Oncology’s motion for judgment on the pleadings or summary judgment. This is the key development as of late 2024.
Reasoning:
Ambiguity in Agreement: The court found the royalty provisions in the 2010 Agreement ambiguous. Section 2.5(a) ties royalties to “Net Sales” of “Products,” defined in Section 1.11 as items “covered by a Valid Claim” in the assigned BioSante Patents. CG argued that expired patents mean no “Valid Claim,” thus no royalties. ANI countered that royalties apply to CG0070 sales regardless of patent status, as the drug stems from the transferred technology.
Interpretation Dispute: The court ruled that both interpretations are plausible, requiring extrinsic evidence (e.g., negotiation history) to resolve. Judgment on pleadings was premature without discovery.
Summary Judgment: CG’s alternative motion also failed because material facts—like the intent behind the royalty terms—remain disputed, necessitating a trial or further proceedings.
Who Appears to Be Winning?
ANI Pharmaceuticals Holds the Edge (As of Now):
Motion Denial Favors ANI: By rejecting CG’s attempt to dismiss the case outright, the court has kept ANI’s claims alive. This suggests ANI’s argument—that royalties extend beyond patent expiration—has enough merit to warrant further scrutiny, shifting the burden back to CG to disprove it.
Discovery Advantage: The ruling opens the door to discovery, where ANI can seek evidence (e.g., emails, drafts) to support its broader royalty interpretation. If ANI can show the parties intended royalties to cover CG0070 sales irrespective of patent status, it strengthens their position.
Market Context: CG0070’s Phase 3 success (75% complete response rate, per BioPharma Dive, May 2024) and CG’s $1B+ valuation post-IPO (Pharmaphorum, January 2024) bolster ANI’s claim that CG is profiting from the transferred tech, aligning with ANI’s royalty expectations.
CG Oncology’s Position Weakened, But Not Out:
Setback: CG’s strategy to end the case early failed, signaling their patent-expiration defense isn’t airtight on paper alone. The court’s ambiguity finding undermines their core argument for now.
Potential Recovery: CG could still prevail if discovery reveals the agreement was explicitly meant to limit royalties to active patent terms—or if they prove CG0070’s revenue hinges on unpatented innovations unrelated to ANI’s contributions.
Current Trajectory
ANI’s Favor: As of March 12, 2025, ANI appears to be “winning” in the sense that they’ve survived CG’s dismissal attempt and gained a procedural foothold. The denial of CG’s motion keeps the case alive, favoring the plaintiff (ANI) at this stage, as defendants typically seek quick resolutions in contract disputes.
Unresolved Outcome: No final winner exists yet—this is a preliminary ruling. The case will likely proceed to discovery, then trial or settlement, unless new motions shift the landscape. The court’s focus on ambiguity means the outcome hinges on evidence neither side has fully presented.
Caveats
Post-November 2024 Updates: I lack access to filings or hearings after November 18, 2024. If a new ruling or settlement occurred between then and now, it could change the picture—check Delaware Superior Court dockets (C. A. N24C-03-022-SKR CCLD) for updates.
Settlement Risk: Pharma disputes often settle before trial, especially with CG’s IPO and ANI’s growth focus (e.g., $148M Q3 2024 revenue, per ANI’s November 2024 report). A quiet resolution could moot the “winner” question.
Conclusion
ANI Pharmaceuticals appears to be ahead as of the November 18, 2024, ruling, with CG Oncology’s dismissal bid rejected and the case moving forward. ANI’s chances now depend on leveraging discovery to prove their royalty claim, while CG must regroup to clarify the agreement’s intent.
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