On pursuant to an Asset Purchase Agreement dated the “Purchase Agreement”), the Company completed its previously announced 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 (the “Business”), including the Company’s radioactive diagnostic agent marketed under the Lymphoseek trademark for current approved indications by the U.S. Food and Drug Administration (“FDA”) and similar indications approved by the FDA in the future (the “Product”), in Canada, Mexico and the United States (the “Territory”) (giving effect to a License-Back Agreement and excluding certain assets specifically retained by the Company) (the “Asset Sale”). Such assets sold in the Asset Sale consist primarily of, without limitation, (i) intellectual property used in or reasonably necessary for the conduct of the Business, (ii) inventory of, and customer, distribution, and product manufacturing agreements related to, the Business, (iii) all product registrations related to the Product, including the new drug application approved by the FDA for the Product and all regulatory submissions in the United States that have been made with respect to the Product and all Health Canada regulatory submissions and, in each case, all files and records related thereto, (iv) all related clinical trials and clinical trial authorizations and all files and records related thereto, and (v) all rights, title and interest in and to the Product, as specified in the Purchase Agreement (the “Acquired Assets”).

 

In exchange for the Acquired Assets, Cardinal Health (i) made a cash payment to the Company at closing of approximately million after adjustments based on inventory being transferred and an advance of 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 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.

 

Upon closing of the Asset Sale, the Supply and Distribution Agreement dated as amended, between Cardinal Health and the Company was terminated and, as a result, the provisions thereof are of further force or effect (other than any indemnification, payment, notification or data sharing obligations which survive the termination).

 

On the Company entered into an Amendment to the Asset Purchase Agreement. Pursuant to the Amendment, Cardinal Health paid the Company approximately million and agreed to pay the Company an amount equal to the unused portion of the letter of credit ( to exceed approximately  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 CRG drew approximately million on the letter of credit. This was in addition to the million and the million that Navidea had previously paid to CRG.

 

We recorded a net gain on the sale of the Business of million for the months ended including million in guaranteed consideration, which was discounted to the present value of future cash flows. The proceeds were offset by million in estimated fair value of warrants issued to Cardinal Health million in legal and other fees related to the sale, in net balance sheet dispositions and write-offs, and million in estimated taxes. We recorded an additional gain related to the Amendment to the Asset Purchase Agreement of for the months ended including of additional consideration, offset by in estimated taxes.

 

As a result of the Asset Sale, we reclassified certain assets and liabilities as assets and liabilities associated with discontinued operations. The following liabilities have been segregated and included in liabilities associated with discontinued operations, as appropriate, in the consolidated balance sheets:

 

 

		September 30 , 2018				December 31, 2017
Accrued liabilities		$	—			$	7,092
Liabilities associated with discontinued operations, current		$	—			$	7,092

 

In addition, we reclassified certain revenues and expenses related to the Business to discontinued operations for all periods presented, including interest expense related to the CRG and Platinum debt obligations as required by current accounting guidance. The following amounts have been segregated from continuing operations and included in discontinued operations in the consolidated statements of operations:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Lymphoseek sales revenue		$	—			$	—			$	—			$	2,917,213
Cost of goods sold			—				—				—				364,192
Gross profit			—				—				—				2,553,021
Operating expenses:
Research and development			—				(5,951	)			2,453				382,070
Selling, general and administrative			—				—				—				805,464
Total operating expenses			—				(5,951	)			2,453				1,187,534
(Loss) income from discontinued operations			—				5,951				(2,453	)			1,365,487
Interest expense			—				—				—				(1,718,506	)
(Loss) income before income taxes			—				5,951				(2,453	)			(353,019	)
Benefit from (provision for) income taxes			—				(552	)			515				20,181
(Loss) income from discontinued operations		$	—			$	5,399			$	(1,938	)		$	(332,838	)