Collaboration and Licensing Agreements	12 Months Ended
Dec. 31, 2022
Collaboration and Licensing Agreements
Collaboration and Licensing Agreements	3. Collaboration and Licensing Agreements Gilead Collaboration and License Agreement In June 2018, the Company entered into the Gilead Collaboration Agreement whereby the Company and Gilead agreed to collaborate with respect to two preclinical research programs to evaluate potential vaccine products for the treatment, cure, diagnosis or prevention of HBV and HIV. In February 2022, the Company signed an Amended and Restated Collaboration Agreement, which altered key aspects of the collaboration pertaining to the HIV therapeutic. Most importantly, the Amended and Restated Collaboration Agreement allocated additional research and development responsibility to the Company with respect to the Company’s HIV candidate and provided for additional funding by Gilead of such research and development activities as well as increased later stage development and commercial milestone payments. Under the Gilead Collaboration Agreement, the Company granted Gilead an exclusive, royalty-bearing license to the Company’s technology platforms. Upon entering into the agreement in June 2018, the Company received a non-refundable $10.0 million upfront payment from Gilead and upon signing of the Restated Gilead Collaboration Agreement in February 2022, the Company received a program initiation fee of $15.0 million. Gilead is also obligated to make additional payments to the Company upon the achievement of pre-clinical, development and commercial milestones. The development milestones amount to $140.0 million for the HBV program, and up to $172.5 million for the HIV program, inclusive of a $10.0 million program completion fee, payable upon Gilead’s exercise of the option to pursue further development activities post Phase 1b. The commercial milestones amount to a total of $50.0 million for the HBV program, and $65.0 million for the HIV program. Additionally, Gilead is obligated to pay royalties on net sales for each program. Payments from Gilead generally have a 60 day payment term. The $10.0 million upfront payment, the $15.0 million initiation fee and $8.0 million in milestone payments were initially recorded as deferred revenue in the consolidated balance sheet and are recognized as revenue when revenue recognition criteria are met. As of December 31, 2022, $14.3 million of such payments were still recorded as a liability in deferred revenues, current and non-current. As of December 31, 2021, $4.3 million of upfront and milestone payments were included as a liability in deferred revenues, current. Approximately 29% of deferred revenue is expected to be recognized as revenue in 2023, 34% in 2024, 25% in 2025 and the remaining 12% in 2026. As of December 31, 2022, no cost reimbursements for research and development services were included as a liability in deferred revenues. As of December 31, 2021, $1.2 million of cost reimbursements for research and development services were included as a liability in deferred revenues. Reimbursements for external costs are recognized as revenues as progress is achieved. In the year ended December 31, 2022, the Company recognized $3.7 million of the milestone and initiation payments that were originally recorded as deferred revenue. Furthermore, the Company recognized $5.2 million revenue from cost reimbursements for research and development services. In addition, the Company fully recognized revenue for a $5.0 million milestone payment for a milestone achieved in December 2022. In the year ended December 31, 2021, the Company recognized $2.1 million of the upfront and milestone payments that were originally recorded as deferred revenue. Furthermore, the Company recognized $16.3 million revenue from cost reimbursements for research and development services. No revenue has been recognized for another $4.0 million milestone payment that was recorded as deferred revenue in December 2021. For the year ended December 31, 2020, the Company recognized $4.4 million of the upfront and milestone payments that were originally recorded as deferred revenue. Furthermore, the Company recognized $13.0 million revenue from cost reimbursements for research and development services. In addition, the Company fully recognized revenue for $2.2 million milestone payments for milestones achieved in the year ended December 31, 2020. Sublicense fees payable to certain licensors of technologies upon the receipt of the deferred upfront and milestone payments, were capitalized as a contract asset and will be amortized over the period in which the revenue from the triggering payment is recognized. As of December 31, 2022, the contract asset relating to the sublicense payment was $0.2 million and there was no liability relating to sublicense payment. As of December 31, 2021, the contract asset and the liability relating to the sublicense payment was $0.3 million, respectively. Roche Collaboration and License Agreement In October 2022, the Company entered into the Roche Collaboration Agreement whereby the Company and Roche agreed to collaborate with respect to the development of novel arenaviral immunotherapies for KRAS-mutated cancers and, potentially, a second, novel arenaviral immunotherapeutic program targeting specific undisclosed cancer antigens. Under the Roche Collaboration Agreement, the Company granted Roche an exclusive, royalty-bearing license to the Company’s technology platforms. Upon signing the Roche Collaboration Agreement in October 2022, the Company received a non-refundable upfront payment of $25.0 million and Roche will be obliged to pay an additional $15.0 million payment if the option for the UCA program is exercised. The Company is also eligible for event-based milestone payments of up to an aggregate of $335.0 million during the research and development phase of the HB-700 program for up to four oncology indications and up to an aggregate of $250.0 million in payments related to the achievement of sales-based milestones. For the additional UCA program, subject to option-exercise, the Company is eligible for up to an aggregate of $173.0 million in event-based milestone payments during research and development for up to four oncology indications as well as up to an aggregate of $160.0 million in sales-based milestones. Upon commercialization, the Company is eligible to receive tiered royalties on the worldwide net sales of HB-700 and, subject to option exercise, the UCA program. The royalty payments are subject to reduction under specified conditions set forth in the Roche Collaboration Agreement. Payments from Roche generally have payment terms between 30 days and 60 days. The $25.0 million upfront payment was initially recorded as deferred revenue in the consolidated balance sheet and is recognized as revenue when revenue recognition criteria are met. As of December 31, 2022, $27.0 million of the upfront payment was included as a liability in deferred revenues, current and non-current. The deferred revenues related to the $25.0 million upfront payment are subject to foreign currency exchange rate fluctuations in future accounting periods. Approximately 43% of deferred revenue is expected to be recognized as revenue in 2023, 17% in 2024, 16% in 2025, 15% in 2026 and the remaining 9% in 2027. In the year ended December 31, 2022, the Company recognized $0.3 million of the upfront payment that was originally recorded as deferred revenue. Sublicense fees payable to certain licensors of technologies upon the receipt of the deferred upfront and milestone payments, were capitalized as a contract asset and will be amortized over the period in which the revenue from the triggering payment is recognized. As of December 31, 2022 the contract asset and the liability relating to the sublicense payment was $1.5 million and $1.2 million, respectively.

Collaboration and Licensing Agreements

12 Months Ended

Dec. 31, 2022

Collaboration and Licensing Agreements

3. Collaboration and Licensing Agreements

Gilead Collaboration and License Agreement

In June 2018, the Company entered into the Gilead Collaboration Agreement whereby the Company and Gilead agreed to collaborate with respect to two preclinical research programs to evaluate potential vaccine products for the treatment, cure, diagnosis or prevention of HBV and HIV. In February 2022, the Company signed an Amended and Restated Collaboration Agreement, which altered key aspects of the collaboration pertaining to the HIV therapeutic. Most importantly, the Amended and Restated Collaboration Agreement allocated additional research and development responsibility to the Company with respect to the Company’s HIV candidate and provided for additional funding by Gilead of such research and development activities as well as increased later stage development and commercial milestone payments.

Under the Gilead Collaboration Agreement, the Company granted Gilead an exclusive, royalty-bearing license to the Company’s technology platforms. Upon entering into the agreement in June 2018, the Company received a non-refundable $10.0 million upfront payment from Gilead and upon signing of the Restated Gilead Collaboration Agreement in February 2022, the Company received a program initiation fee of $15.0 million. Gilead is also obligated to make additional payments to the Company upon the achievement of pre-clinical, development and commercial milestones. The development milestones amount to $140.0 million for the HBV program, and up to $172.5 million for the HIV program, inclusive of a $10.0 million program completion fee, payable upon Gilead’s exercise of the option to pursue further development activities post Phase 1b. The commercial milestones amount to a total of $50.0 million for the HBV program, and $65.0 million for the HIV program. Additionally, Gilead is obligated to pay royalties on net sales for each program. Payments from Gilead generally have a 60 day payment term.

The $10.0 million upfront payment, the $15.0 million initiation fee and $8.0 million in milestone payments were initially recorded as deferred revenue in the consolidated balance sheet and are recognized as revenue when revenue recognition criteria are met. As of December 31, 2022, $14.3 million of such payments were still recorded as a liability in deferred revenues, current and non-current. As of December 31, 2021, $4.3 million of upfront and milestone payments were included as a liability in deferred revenues, current. Approximately 29% of deferred revenue is expected to be recognized as revenue in 2023, 34% in 2024, 25% in 2025 and the remaining 12% in 2026.

As of December 31, 2022, no cost reimbursements for research and development services were included as a liability in deferred revenues. As of December 31, 2021, $1.2 million of cost reimbursements for research and development services were included as a liability in deferred revenues. Reimbursements for external costs are recognized as revenues as progress is achieved.

In the year ended December 31, 2022, the Company recognized $3.7 million of the milestone and initiation payments that were originally recorded as deferred revenue. Furthermore, the Company recognized $5.2 million revenue from cost reimbursements for research and development services. In addition, the Company fully recognized revenue for a $5.0 million milestone payment for a milestone achieved in December 2022. In the year ended December 31, 2021, the Company recognized $2.1 million of the upfront and milestone payments that were originally recorded as deferred

revenue. Furthermore, the Company recognized $16.3 million revenue from cost reimbursements for research and development services. No revenue has been recognized for another $4.0 million milestone payment that was recorded as deferred revenue in December 2021. For the year ended December 31, 2020, the Company recognized $4.4 million of the upfront and milestone payments that were originally recorded as deferred revenue. Furthermore, the Company recognized $13.0 million revenue from cost reimbursements for research and development services. In addition, the Company fully recognized revenue for $2.2 million milestone payments for milestones achieved in the year ended December 31, 2020.

Sublicense fees payable to certain licensors of technologies upon the receipt of the deferred upfront and milestone payments, were capitalized as a contract asset and will be amortized over the period in which the revenue from the triggering payment is recognized. As of December 31, 2022, the contract asset relating to the sublicense payment was $0.2 million and there was no liability relating to sublicense payment. As of December 31, 2021, the contract asset and the liability relating to the sublicense payment was $0.3 million, respectively.

Roche Collaboration and License Agreement

In October 2022, the Company entered into the Roche Collaboration Agreement whereby the Company and Roche agreed to collaborate with respect to the development of novel arenaviral immunotherapies for KRAS-mutated cancers and, potentially, a second, novel arenaviral immunotherapeutic program targeting specific undisclosed cancer antigens.

Under the Roche Collaboration Agreement, the Company granted Roche an exclusive, royalty-bearing license to the Company’s technology platforms. Upon signing the Roche Collaboration Agreement in October 2022, the Company received a non-refundable upfront payment of $25.0 million and Roche will be obliged to pay an additional $15.0 million payment if the option for the UCA program is exercised. The Company is also eligible for event-based milestone payments of up to an aggregate of $335.0 million during the research and development phase of the HB-700 program for up to four oncology indications and up to an aggregate of $250.0 million in payments related to the achievement of sales-based milestones. For the additional UCA program, subject to option-exercise, the Company is eligible for up to an aggregate of $173.0 million in event-based milestone payments during research and development for up to four oncology indications as well as up to an aggregate of $160.0 million in sales-based milestones. Upon commercialization, the Company is eligible to receive tiered royalties on the worldwide net sales of HB-700 and, subject to option exercise, the UCA program. The royalty payments are subject to reduction under specified conditions set forth in the Roche Collaboration Agreement. Payments from Roche generally have payment terms between 30 days and 60 days.

The $25.0 million upfront payment was initially recorded as deferred revenue in the consolidated balance sheet and is recognized as revenue when revenue recognition criteria are met. As of December 31, 2022, $27.0 million of the upfront payment was included as a liability in deferred revenues, current and non-current. The deferred revenues related to the $25.0 million upfront payment are subject to foreign currency exchange rate fluctuations in future accounting periods. Approximately 43% of deferred revenue is expected to be recognized as revenue in 2023, 17% in 2024, 16% in 2025, 15% in 2026 and the remaining 9% in 2027.

In the year ended December 31, 2022, the Company recognized $0.3 million of the upfront payment that was originally recorded as deferred revenue.

Sublicense fees payable to certain licensors of technologies upon the receipt of the deferred upfront and milestone payments, were capitalized as a contract asset and will be amortized over the period in which the revenue from the triggering payment is recognized. As of December 31, 2022 the contract asset and the liability relating to the sublicense payment was $1.5 million and $1.2 million, respectively.