Quarterly report pursuant to Section 13 or 15(d)

Note 16 - Discontinued Operations

Note 16 - Discontinued Operations
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]


Discontinued Operations


On March 3, 2017, the Company completed the sale to Cardinal Health of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer, including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the FDA and similar indications approved by the FDA in the future (the “Acquired Assets”), in Canada, Mexico and the United States. In exchange for the Acquired Assets, Cardinal Health (i) made a cash payment to the Company at closing of approximately $80.6 million after adjustments based on inventory being transferred and an advance of $3.0 million of guaranteed earnout payments as part of the CRG settlement, (ii) assumed certain liabilities of the Company associated with the Product as specified in the Asset Purchase Agreement, and (iii) agreed to make periodic earnout payments (to consist of contingent payments and milestone payments which, if paid, will be treated as additions to the purchase price) to the Company based on net sales derived from the purchased Product.


On April 2, 2018, the Company entered into an Amendment to the Asset Purchase Agreement (the “First Amendment”). Pursuant to the First Amendment, Cardinal Health paid the Company approximately $6.0 million and agreed to pay the Company an amount equal to the unused portion of the letter of credit in favor of CRG (not to exceed approximately $7.1 million) promptly after the earlier of (i) the expiration of the letter of credit and (ii) the receipt by Cardinal Health of evidence of the return and cancellation of the letter of credit. In exchange, the obligation of Cardinal Health to make any further contingent payments has been eliminated. Cardinal Health is still obligated to make the milestone payments in accordance with the terms of the earnout provisions of the Purchase Agreement. On April 9, 2018, CRG drew approximately $7.1 million on the letter of credit.


On June 14, 2023, the Company entered into a Second Amendment to Asset Purchase Agreement (the “Second Amendment”) with Cardinal Health, in respect of that certain Asset Purchase Agreement, dated November 23, 2016, by and between the Cardinal Health and the Company. Under the Second Amendment, Cardinal Health paid to the Company a lump sum payment of $7.5 million in cash in consideration of certain amendments to the Asset Purchase Agreement, including elimination of Cardinal Health’s obligation to pay a certain milestone payment to the Company.


During the second quarter of 2023, we recorded a net gain related to the Second Amendment of $7.4 million in the condensed consolidated statement of operations. There were no assets or liabilities related to discontinued operations included on the condensed consolidated balance sheets as of June 30, 2023.