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Collaboration and License Agreements
6 Months Ended
Jun. 30, 2021
Collaboration And License Agreements [Abstract]  
Collaboration and License Agreements

Note 8. Collaboration and license agreements

Roche Collaboration and License Agreement

In March 2016, the Company entered into a license agreement, or the Original Roche Agreement, with Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or Roche. Pursuant to the terms of the Original Roche Agreement, the Company and Roche agreed to collaborate on research activities to develop novel treatments in the field of targeted protein degradation using the Company’s degrader technology.

On December 22, 2018, the Company and Roche executed the Amended and Restated Roche License Agreement, or the Roche Agreement, which was further amended in November 2020. Under the Roche Agreement, if the Company opts into certain co-development rights, the parties will share future development costs and the Company will receive an increased royalty rate on product sales from commercialization of the target. If the Company opts into certain co-detailing rights, the Company is entitled to reimbursement of certain commercialization costs. The target structure contains six potential targets. Roche maintained its option rights to license and commercialize these six targets.

Upon signing the Roche Agreement, the Company received upfront consideration of $40.0 million from Roche. In addition, Roche will make annual research plan payments of $1.0 million for up to three years for each active research plan. For certain targets, Roche is required to pay the Company fees of $2.0 million and $3.0 million upon the progression of targets to the lead series identification achievement and good laboratory practice toxicology study phase, respectively. Option exercise fees ranges from $7.0 million to $20.0 million depending on the target. For each target option exercised by Roche, the Company is eligible to receive up to $275.0 million in research and development milestones per target and commercial milestone payments, with the commercial milestones being dependent on underlying net sales. Roche is also required to pay the Company up to $150.0 million per target in one-time sales-based payments if the target achieves certain levels of net sales. In addition, Roche is required to pay the Company royalties, at percentages from the mid-single digits to the low double-digits, on a licensed product-by licensed product basis, on worldwide net product sales.

The collaboration is managed by a joint research committee. The Company has control over the committee and may terminate the Roche Agreement on a target-by-target or product-by-product basis under several scenarios, upon at least 90 days’ prior written notice.

Roche Agreement accounting

The Company identified twelve performance obligations within the Roche Agreement, represented by the six potential research and development targets and the option rights held by Roche for each of the six targets. The transaction price is allocated to the performance obligations based on their relative standalone selling price. The allocated transaction price is recognized as revenue in one of two ways:

 

Research and development targets: The Company recognizes the portion of the transaction price allocated to each of the research and development performance obligations as the research and development services are provided, using an input method, in proportion to costs incurred to date for each research development target as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation related to said research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

 

Option rights: The transaction price allocated to the options rights, which are considered material rights, is recognized in the period that Roche elects to exercise or elects to not exercise its option right to license and commercialize the underlying research and development target.

Amounts due to the Company that have not yet been received are recorded as accounts receivable and amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s condensed consolidated balance sheet.

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Biogen Collaboration Research and License Agreement

In December 2018, the Company entered into a collaboration research and license agreement, or the Biogen Agreement, with Biogen MA, Inc., or Biogen, which was amended in February 2020. Pursuant to the terms of the Biogen Agreement, the Company and Biogen agreed to collaborate on research activities to develop novel treatments in the field of target protein degradation, or TPD, using the Company’s degrader technology. Under the terms of the Biogen Agreement, the Company will initially develop TPD therapeutics that utilize degrader technology for up to five target proteins over a period of 54 months, ending in June 2023. On a target-by-target basis, after successful completion of a defined target evaluation period, Biogen assumes full rights and responsibility to each degrader to meet certain criteria against a target. Biogen also has the option to pay an additional $62.5 million to extend the contract for four additional years and select up to five additional targets for development.

In exchange for the non-exclusive research license from Biogen, as well as a $45.0 million nonrefundable upfront payment, the Company has granted a license to develop, commercialize and manufacture products related to each of the targets (which is contingent on not cancelling the contract), performs initial research services for drug discovery, has provided a non-exclusive research and commercial license to its intellectual property and participates on the joint steering committee, or the Biogen JSC. The Company is also obligated to participate in early research activities for other potential targets or sandbox activities, at Biogen’s election up to a maximum amount; any work performed for these services is reimbursed by Biogen, and Biogen reimburses the Company for certain full-time equivalent, or FTE, costs. Biogen is also required to pay the Company up to $35.0 million per target in development milestones and $26.0 million per target in one-time sales-based payments for the first product to achieve certain levels of net sales. In addition, Biogen is required to pay the Company royalties on a licensed product-by-licensed product basis, on worldwide net product sales.

The collaboration is managed by the Biogen JSC, which Biogen has control over, and Biogen may terminate the Biogen Agreement on a target-by-target or product-by-product basis under several scenarios, upon at least 90 days’ prior written notice.

Biogen Agreement accounting

The Company recognizes revenue under the Biogen Agreement from two types of services: 1) research and development services, and 2) sandbox activities, which are discovery-type research services.

 

Research and development services: The Company identified one performance obligation at the outset of the Biogen Agreement, representing a combined performance obligation consisting of (1) the licenses, (2) the research activities for the target evaluation phase for all five targets and (3) the joint research plan phase for each target.

The Company recognizes the transaction price allocated to this performance obligation as the research and development services are provided, using an input method, in proportion to costs incurred to date for each research development target as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation related to said research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

 

Sandbox activities: Biogen has the option to fund sandbox activities in exchange for consideration at market rates, whereby the Company will perform discovery-type research at Biogen’s election to develop other potential targets that may be used as replacement targets for the initially nominated targets or two additional targets under the Biogen Agreement. Revenues earned under this option are recognized as services are performed and are not included in the transaction price allocated to the performance obligation described above. The Company recognizes FTE reimbursement received for sandbox activities as revenue as the hours are incurred each quarter.

Amounts due to the Company that have not yet been received are recorded as accounts receivable and amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s condensed consolidated balance sheet.

In May 2021, the Company achieved a $3.0 million lead fee under the Biogen Agreement, which is recorded within accounts receivable as of June 30, 2021. In addition, this amount was deemed to be consideration for research and development services and recorded as deferred revenue. The deferred revenue is recognized as revenue from collaboration agreements consistent with the revenue recognition method for research and development services described above.

Calico Collaboration and License Agreement

In March 2017, the Company entered into a collaboration and license agreement, or the Calico Agreement, with Calico Life Sciences LLC, or Calico, whereby the Company and Calico agreed to collaborate to develop and commercialize small molecule protein degraders for diseases of aging, including cancer, for a five-year period ending in March 2022.

Under the terms of the Calico Agreement, the Company will initially develop and commercialize small molecule protein degraders for up to five target proteins over the research term. On a target-by-target basis, after successful completion of a defined target evaluation period, Calico has an exclusive option to pursue further pre-clinical development and commercialization via a joint research plan for each target.

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Under the Calico Agreement, Calico paid an upfront amount of $5.0 million and certain annual payments totaling $5.0 million through June 30, 2020 and pays target initiation fees and reimburses the Company for a number of FTEs, depending on the stage of the research, at specified market rates. Upon completion of the required discovery research and development services on any target, Calico is entitled to pursue commercial development of that target. The Company will perform initial research services for drug discovery and preclinical development, provide a non-exclusive research and commercial license to its IP and will participate on the Calico joint research committee, or the Calico JRC. For each target, the Company is eligible to receive up to $132.0 million in potential research, development and commercial milestone payments, on sales of all products resulting from the collaboration efforts. Calico is also required to pay the Company up to $65.0 million in one-time sales-based payments for the first product to achieve certain levels of net sales. In addition, Calico is required to pay the Company royalties, at percentages in the mid-single digits, on a licensed product-by-licensed product basis, on worldwide net product sales.

The Calico Agreement is managed by the Calico JRC. Calico has control over the Calico JRC and may terminate the Calico Agreement on a target-by-target or product-by-product basis under several scenarios, upon prior written notice.

In August 2021, the Company provided Calico with an option to extend the research term with respect to a certain program for up to a one year period ending in March 2023. If Calico elects to exercise this option, Calico will pay the Company $1.0 million and will continue to reimburse the Company for a number of FTEs, depending on the stage of the research, at specified market rates.

Calico Agreement accounting

The Company identified one performance obligation at the outset of the Calico Agreement, which consists of: (1) the non-exclusive license and (2) the research activities for the target evaluation phase for all five targets and the joint research plan phase for targets 1 and 2.

The transaction price consists of the upfront amount, the committed anniversary payments, and the target initiation fees related to the targets nominated at the execution of the Calico Agreement. The Company amortizes the transaction price on a straight-line basis over the five-year term of the Calico Agreement. Straight-line amortization of the upfront payment was considered the best measure of progress because the customer has access to research and development services throughout the period. Incremental fees for research and development services are paid at agreed upon FTE rates and recognized in the period incurred. Amounts due to the Company that have not yet been received are recorded as accounts receivable and amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s condensed consolidated balance sheet.

In May 2021, the Company achieved a $1.0 million milestone payment under the Calico Agreement. As the underlying obligation to this milestone payment was determined to have been satisfied, the amount was recognized as revenue from collaboration agreements during the three months ended June 30, 2021.

Summary of revenue recognized from collaboration agreements

Revenue from collaboration agreements for the three and six months ended June 30, 2021 and 2020 in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue from collaboration agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roche Agreement

 

$

2,893

 

 

$

3,760

 

 

$

5,086

 

 

$

6,029

 

Biogen Agreement

 

 

2,940

 

 

 

2,306

 

 

 

4,820

 

 

 

3,302

 

Calico Agreement

 

 

3,948

 

 

 

3,604

 

 

 

7,301

 

 

 

7,155

 

Total revenue from collaboration agreements

 

$

9,781

 

 

$

9,670

 

 

$

17,207

 

 

$

16,486

 

Financial information related to the collaboration and license agreements consisted of the following in the Company’s condensed consolidated balance sheet as of June 30, 2021 (in thousands):

 

 

Accounts

Receivable

 

 

Deferred Revenue,

Current

 

 

Deferred Revenue,

Net of Current

 

 

Deferred Revenue,

Total

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roche Agreement

 

$

750

 

 

$

7,734

 

 

$

26,909

 

 

$

34,643

 

Biogen Agreement

 

 

3,115

 

 

 

19,161

 

 

 

19,280

 

 

 

38,441

 

Calico Agreement

 

 

2,348

 

 

 

1,800

 

 

 

 

 

 

1,800

 

Total

 

$

6,213

 

 

$

28,695

 

 

$

46,189

 

 

$

74,884

 

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Financial information related to the collaboration and license agreements consisted of the following in the Company’s condensed consolidated balance sheet as of December 31, 2020 (in thousands):

 

 

Accounts

Receivable

 

 

Deferred Revenue,

Current

 

 

Deferred Revenue,

Net of Current

 

 

Deferred Revenue,

Total

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roche Agreement

 

$

750

 

 

$

11,238

 

 

$

26,991

 

 

$

38,229

 

Biogen Agreement

 

 

776

 

 

 

13,965

 

 

 

26,026

 

 

 

39,991

 

Calico Agreement

 

 

2,958

 

 

 

2,400

 

 

 

600

 

 

 

3,000

 

Total

 

$

4,484

 

 

$

27,603

 

 

$

53,617

 

 

$

81,220

 

Supplemental financial information related to the collaboration and license agreements for the three and six months ended June 30, 2021 and 2020 are (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue recognized that was included in the contract liability at the beginning of the period

 

$

5,535

 

 

$

5,312

 

 

$

10,054

 

 

$

8,808

 

Revenue recognized from performance obligations fully or partially satisfied in previous periods

 

 

713

 

 

 

227

 

 

 

713

 

 

 

227

 

As of June 30, 2021, the aggregate amount of the transaction price allocated to performance obligations under the Roche Agreement, the Biogen Agreement, and the Calico Agreement that are partially unsatisfied was $84.1 million.