the former Chief Financial Officer of Fortress (resigned as of June 26, 2017), to provide services to us pursuant to the terms of the MSA. Pursuant to the terms of the MSA, for a period of five (5) years, Fortress will render advisory and consulting services to us. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of our operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of us with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). We are obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, we are not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of our actions or inactions based upon their advice. Fortress and its affiliates, including all members of our Board of Directors, have been contractually exempt from fiduciary duties to us relating to corporate opportunities. In consideration for the Services, we will pay Fortress an annual consulting fee of $0.5 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $1.0 million for each calendar year in which we have net assets in excess of $100.0 million at the beginning of the calendar year.
On May 15, 2017, we and Fortress amended the MSA to allow for payment of the Annual Consulting Fee in our common stock in increments of $0.5 million, prior to the launch of our IPO. On June 26, 2017, we repaid $1.0 million of the outstanding 2015 and 2016 Annual Consulting fees by issuing 166,666 shares of our common stock at the offering price of $6.00 per share.
For the years ended December 31, 2018 and 2017, we had expenses related to the MSA of approximately $0.4 million and $0.5 million, respectively.
Concurrently with the execution and delivery of the SPMA, the Company, the Buyer and Fortress entered into a waiver agreement (the “Waiver Agreement”), pursuant to which, among other things, Fortress irrevocably waived its right to receive dividends of the Company’s common shares under the terms of the Class A Preferred Stock and any fees, payments, reimbursements or other distributions under the MSA and the Founders Agreement, until the termination of certain rights of InvaGen, pursuant to the Stockholders Agreement.
Awards to Fortress
Pursuant to our Third and Second Amended and Restated Certificates of Incorporation, on February 17, 2018 and 2017, we issued 273,837 and 83,532, respectively, shares of common stock to Fortress, which equaled to 2.5% of the fully diluted outstanding equity of us at the time of issuance for the annual stock dividend. We recorded an expense of approximately $1.1 million and $49,000, in research and development licenses-acquired related to these stock grants during the years ended December 31, 2017 and 2016, respectively.
On June 26, 2017, pursuant to the terms of the Founders Agreement with Fortress, we issued to Fortress 158,125 shares of common stock at $6.00 per share, representing the 2.5% financing fee Fortress receives on third-party financings. We recorded expense of approximately $0.9 million related to the financing fee in general and administrative expenses in the Statement of Operations for the year ended December 31, 2017.
On June 26, 2017, we repaid $1.0 million of the outstanding 2015 and 2016 Annual Consulting fees by issuing 166,666 shares of our common stock at the offering price of $6.00 per share. The 2017 Annual Consulting fee of $0.5 million was paid in cash in the year ended December 31, 2017.
Fortress Note
Effective March 15, 2015, we entered into a future advance promissory note with Fortress (the “Fortress Note”), in which Fortress agreed to provide a working capital line of credit until we have a third-party financing. Interest on the Fortress Note accrued at 8% per annum and shall be payable to Fortress on the day after the end of each calendar quarter following the first third-party financing. All principal and accrued interest under the Fortress Note is payable on demand following the first third-party financing. This Fortress Note can be pre-paid at any time in cash or through the assumption of Fortress’ indebtedness NSC or other similar indebtedness.