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Collaborative Arrangements
9 Months Ended
Sep. 30, 2016
Collaborative Arrangements  
Collaborative Arrangements

 

3. Collaborative Arrangements

 

Net Revenue from Collaborative Arrangements

 

Net revenue recognized under our GSK Agreements was as follows:

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

(In thousands)

 

2016

 

2015

 

2016

 

2015

 

Royalties from a related party - RELVAR/BREO

 

$

31,917

 

$

14,674

 

$

87,686

 

$

36,004

 

Royalties from a related party - ANORO

 

4,627

 

2,122

 

11,976

 

4,812

 

 

 

 

 

 

 

 

 

 

 

Total royalties from a related party

 

36,544

 

16,796

 

99,662

 

40,816

 

Less: amortization of capitalized fees paid to a related party

 

(3,456

)

(3,455

)

(10,368

)

(10,367

)

 

 

 

 

 

 

 

 

 

 

Royalty revenue

 

33,088

 

13,341

 

89,294

 

30,449

 

Strategic alliance - MABA program license

 

221

 

221

 

663

 

664

 

 

 

 

 

 

 

 

 

 

 

Total net revenue from GSK

 

$

33,309

 

$

13,562

 

$

89,957

 

$

31,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LABA Collaboration

 

As a result of the launch and approval of RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA® in the U.S., Japan and Europe, we paid milestone fees to GSK totaling $220.0 million during the year ended December 31, 2014. Although we have no further milestone payment obligations to GSK pursuant to the LABA Collaboration Agreement, we continue to have ongoing development and commercialization activities under the GSK Agreements that are expected to continue over the life of the agreements. The milestone fees paid to GSK were recognized as capitalized fees paid to a related party, which are being amortized over their estimated useful lives commencing upon the commercial launch of the product. The amortization expense is recorded as a reduction to the royalties from GSK.

 

We are entitled to receive annual royalties from GSK on sales of RELVAR®/BREO® ELLIPTA® as follows: 15% on the first $3.0 billion of annual global net sales and 5% for all annual global net sales above $3.0 billion. Sales of single-agent LABA medicines and combination medicines would be combined for the purposes of this royalty calculation. For other products combined with a LABA from the LABA Collaboration, such as ANORO® ELLIPTA®, royalties are upward tiering and range from 6.5% to 10%.

 

Agreements Entered into with GSK in Connection with the Spin-Off

 

On March 3, 2014, in contemplation of the Spin-Off, we, Theravance Biopharma and GSK entered into a series of agreements, including amendments to the GSK Agreements, clarifying how the companies would implement the Spin-Off and operate following the Spin-Off. Pursuant to a three-way master agreement, by and among us, Theravance Biopharma and GSK, we agreed to sell a certain number of Theravance Biopharma shares withheld from a taxable dividend of Theravance Biopharma shares to GSK. After such Theravance Biopharma shares were sent to the transfer agent, we agreed to purchase the Theravance Biopharma shares from the transfer agent, rather than have them sold on the open market, in order to satisfy tax withholdings. GSK had a right to purchase these shares of Theravance Biopharma from us, but this right expired unexercised. During the nine months ended September 30, 2015, we sold all 436,802 ordinary shares of Theravance Biopharma that we held as of December 31, 2014. Refer to Note 4 “Available-for-Sale Securities and Fair Value Measurements” for further information.

 

GSK Contingent Payments and Revenue

 

The potential future contingent payments receivable related to the MABA program of $363 million are not deemed substantive milestones due to the fact that the achievement of the event underlying the payment predominantly relates to GSK’s performance of future development, manufacturing and commercialization activities for product candidates after licensing the program. We are entitled to 15% of any milestone payments through our ownership interest in TRC.