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Licensing Arrangements
12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Licensing Arrangements Licensing Arrangements
The Company acquired almost all of the licensing arrangements below in connection with the acquisition of the Centessa Subsidiaries. As of December 31, 2021, the Company had no milestone obligations recorded on its balance sheet under these arrangements. Included in research and development expenses in the Company’s consolidated statement of operations and comprehensive loss for the period of January 30, 2021 to December 31, 2021 was aggregate incurred expenses of $1.7 million, reflecting the payment of a developmental milestone and the amortization of upfront costs. The Company does not expect payments related to these licensing arrangements over the next twelve months to be material to the Company’s consolidated financial statements.
Palladio Biosciences Inc. Lixivaptan License Agreement
Palladio entered into an exclusive worldwide license agreement to further develop and commercialize Lixivaptan, a nonpeptide selective vasopressin V2 receptor antagonist which Palladio is currently developing for the treatment of ADPKD. Palladio has certain milestone obligations and certain royalty obligations arising in the event a Licensed Product is commercialized and the corresponding sales milestones are met. In relation to the purchase of the license, the Company is obligated to make certain contingent consideration payments to the seller. Such payments are structured as a tiered percentage of net sales with aggregate annual payment to the seller capped at $32.5 million. In addition, the Company is obligated to make sales-based milestones payments of up to $16.3 million and low single digit royalty payments (the first $19.0 million of which would be due to Pfizer). In the event Palladio sublicenses the ex-US rights to the Licensed Product to third parties, Palladio is further obligated to share any up-front payments and royalties it earns from such ex-US sublicenses, subject to certain caps. Certain other obligations arise if Palladio develops the Licensed Product for indications other than ADPKD.
Pega-One S.A.S. License Agreement with Hoffman-La Roche
Pega-One entered into, and subsequently amended, a license agreement with Hoffman La Roche Ltd, (“Roche”), to discover, develop and commercialize GA201 which is a glycoengineered anti-EGFR monoclonal antibody imgatuzumab which Pega-One is currently developing for the treatment of cutaneous squamous cell carcinoma and other solid tumor indications. The Company retains an exclusive worldwide sublicensable royalty bearing license. Pega-One is obligated to pay up to $40.0 million upon the achievement of development and regulatory milestones and up to $100.0 million in commercial milestones payments subject to potential increase if Pega-One undergoes a change in control transaction before a specified event for a specific indication. Pega-One is also obligated to pay Roche tiered royalties on net sales of the licensed product at rates ranging from a mid to high single percentage, on a country-by-country and product-by-product basis and is subject to adjustments in the event the Company sublicenses the approved technology. In addition, Pega-One is obligated to reimburse Roche for annual patent related costs incurred related to the license. The Company incurred research and development expenses of $1.0 million during the period January 30, 2021 to December 31, 2021.
If Pega-One intends to enter into certain strategic transactions, either involving an acquisition or other change of control of Pega-One or the grant of rights by Pega-One to a third party, to develop and commercialize imgatuzumab or a Licensed Product in certain specified territories, Roche has an exclusive right of first negotiation to enter into the applicable strategic transaction with Pega-One. In connection with the Reorganization, Pega-One and Roche entered into a waiver, pursuant to which the parties acknowledged that the Reorganization would constitute a change of control transaction and Roche agreed not to exercise its right of first negotiation. Notwithstanding such waiver, Roche’s right of first negotiation would continue to apply for the period commencing on the completion of Centessa’s acquisition of Pega-One until the earlier of the third anniversary of such acquisition, or until the first change of control of Pega-One following such acquisition.
Orexia Therapeutics Limited License and Collaborations Agreements
The Company is a party to an exclusive worldwide license agreement with Heptares Therapeutics Limited (“Heptares”), to further develop and commercialize, the licensed technology for orexin agonist as well as the intranasal orexin antagonist. The Company is responsible for supplying all active pharmaceutical ingredients and finished drug product for exploitation. The Company is obligated to make up to $33.4 million (£24.7 million at an exchange rate of 0.74) in payments upon the achievement of development and regulatory milestones. The Company is also obligated to make future commercial milestone payments at low to mid-single digit royalty rates for net product sales and is subject to
adjustment in the event the Centessa sublicenses the approved technology. In addition, the Company is obligated to fund any development related costs associated with the licensed technology.
Orexia entered into a world-wide exclusive research collaboration and license agreement with X-Chem, Inc (“X-Chem”) to further develop and commercialize, the licensed technology for the orexin receptor. Orexia is responsible for supplying all active pharmaceutical ingredients and finished drug products for exploitation. Orexia is required to make payments contingent upon approval to advance to particular series. In October 2021, the agreement was amended to change the financial terms, reducing the milestones and royalty obligations for nominal consideration. After the amendment, Orexia is obligated to make up to $3 million in payments upon the achievement of development and regulatory milestones and $5 million upon the achievement of a commercial milestone.
In October 2021, the Company entered into a license agreement with Schrodinger to utilize its computational platform, which facilitates high-performance calculations for drug discovery to enable accurate prediction of potency at the target of interest. The collaboration will be enabled by Orexia’s structural biology capabilities, including the stabilized OX2R protein exclusively licensed from Heptares, and high-resolution crystal structures in agonist conformation. Under the terms of the agreement, Orexia will be responsible for preclinical research activities, clinical development and commercialization of future product candidates discovered under the collaboration. Schrödinger received an upfront nonrefundable software access payment and may become eligible to receive certain development and regulatory milestones up to $35.0 million as well as commercial milestone payments up to $80.0 million, as well as low single digit royalties on global net sales. The Company incurred approximately $0.7 million in research and development expense related to the license agreement during the period from January 30, 2021 through December 31, 2021.
The Company is a party to a license agreement with OptiNose AS (“OptiNose”), whereby the Company was granted an exclusive, royalty-bearing, worldwide, non-transferable, sublicensable license to OptiNose’s Exhalation Delivery System (“EDS”), and other intellectual property for the development, sale, import and manufacture of products containing orexin receptor agonist and/or orexin receptor positive modulator molecule(s) as the sole active pharmaceutical ingredient(s) for the treatment, diagnosis or prevention of human diseases or conditions associated primarily with orexin receptor agonism and orexin receptor positive modulation. The Company is solely responsible for all costs and activities related to its identification, development, and commercialization of products under the license agreement. The Company is obligated to make up to $8.0 million and $37.0 million in development and commercial milestone payments, respectively. In addition, OptiNose is eligible to receive tiered, low-to-mid single digit royalties based on net sales of any products successfully developed and commercialized under the license agreement.
PearlRiver License and Collaboration Agreements
In March 2019, PearlRiver Bio GmbH entered into an exclusive worldwide license agreement with Lead Discovery Center GmbH (“LDC”), to further develop and commercialize, the licensed technology for Exon20. Additionally, In June 2020, PearlRiver Bio entered to an assignment agreement with Lead Discovery Center GmbH and TU Dortmund (together the “Assignors”), involving small molecule inhibitors of C797 mutated EGFR and related inventions (C797, or Product). Under the assignment agreement, the Assignors each and jointly sold, assigned and transferred to PearlRiver Bio their entire right, title and interest to certain know-how, patent application, invention disclosures, chemical and biological materials, and data analyses related to C797. PearlRiver is responsible for supplying all active pharmaceutical ingredients and finished drug products for exploitation. PearlRiver is obligated to make up to $39.5 million (€34.8 million at an exchange rate of 0.88) in payments upon the achievement of development and regulatory milestones and $28.4 million (€25.0 million at an exchange rate of 0.88) upon the achievement of commercial milestones. PearlRiver is also obligated to make future commercial royalty payments at low to mid-single digit royalty rates for net product sales and is subject to adjustment in the event PearlRiver sublicenses the approved technology. In addition, PearlRiver is obligated to fund any patent related costs associated with the licensed technology.
Concurrent with entering into the license agreement, PearlRiver entered into a collaboration arrangement with LDC whereby LDC is providing ongoing research and development services to PearlRiver. PearlRiver recognizes research and development expenses associated with the collaboration as services are provided.
Janpix Limited License Agreement
In July 2017, Janpix Limited (“Janpix”) entered into a license agreement with the Governing Council of the University of Toronto (“UT”) related to direct small molecule modulators of signal transducer and activator of transcription
3 (“STAT 3”) and signal transducer and activator of transcription 5 (“STAT 5”). Under the license agreement, Janpix obtained an exclusive, worldwide, sublicensable (subject to certain conditions) license, under certain patents and know-how (“Licensed Technology”), to research, develop, manufacture, market, sell, distribute and commercially exploit any licensed products for all uses in humans and animals (the “Field”). UT has retained for itself and certain other institutions, a customary right of use to the Licensed Technology for academic research and educational purposes. Additionally, Janpix has the right to exclusively license, with the right to sublicense, certain improvements to the Licensed Technology under the license agreement. Janpix also has an option right to negotiate a new license grant to any other intellectual property related to STAT 3 and/or STAT 5 inhibitors that is not considered an improvement under the license agreement. Janpix is obligated to make up to $15.0 million in development milestone payments and $15.0 million in commercial milestone payments. In addition, Janpix is obligated to make future commercial milestone payments at low to mid-single digit royalty rates for net product sales.
Other License and Collaboration Agreements
The Company is a party to other license and collaboration agreements to develop and commercialize intellectual property in addition to the agreements discussed above. In aggregate, Centessa is obligated to make up to $2.5 million in development milestone payments related to these other agreements.