Related Party Agreements | 9. Related Party Agreements The Company’s Chairman and CEO founded and has a controlling interest in NantWorks, which is a collection of multiple companies in the healthcare and technology space. As described below, the Company has entered into arrangements with NantWorks and certain affiliates of NantWorks to facilitate the development of new genetically modified NK cells for the Company’s product pipeline. Liquid Genomics, Inc. In March 2018, the Company entered into an agreement with Liquid Genomics, Inc. (Liquid Genomics) to obtain blood-based tumor profiling services. Liquid Genomics is a related party of the Company as it is a wholly owned subsidiary of NantHealth, Inc., a majority owned subsidiary of NantWorks. The Company is obligated to pay Liquid Genomics fixed, per-patient fees. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. During the three and six months ended June 30, 2018, $0.1 million has been recognized in research and development expense on the condensed consolidated statements of operations. As of June 30, 2018, the Company owes Liquid Genomics $0.1 million, which is included in due to related parties on the condensed consolidated balance sheets. John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba In 2017 and 2018, the Company entered into multiple agreements with John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine (CSSIM), in El Segundo, California, to conduct various clinical trials. CSSIM is a related party as it is owned by two officers of the Company and NantWorks provides administrative services to CSSIM. One of the Company’s officers is an investigator for the trials on behalf of CSSIM. During the three and six months ended June 30, 2018, $0.7 million and $1.4 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. As of June 30, 2018, the Company owes CSSIM $0.7 million, which is included in due to related parties on the condensed consolidated balance sheet. Tensorcom, Inc. In April 2017, the Company entered into a sublease agreement with Tensorcom, Inc. (Tensorcom) for a portion of its San Diego, California, research and development laboratory and office space, with a lease from May 1, 2017 through its expiration in April 30, 2018. The Company’s Chairman and CEO indirectly owns all of the outstanding equity of Tensorcom. Rent income from this sublease is recorded in other income on the condensed consolidated statements of operations and was $32,000 and $15,000 for the three months ended June 30, 2018 and 2017, respectively, and was $0.1 million and $15,000, for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, the Company owed Tensorcom $33,000, which is included in due to related parties on the condensed consolidated balance sheet. VivaBioCell S.p.A. In February 2017, the Company entered into a research grant agreement with VivaBioCell S.p.A. (VBC), a subsidiary of NantCell, Inc. NantCell is an affiliate of NantWorks. Pursuant to this research grant agreement, VBC conducted research and development activities related to the Company’s NK cell lines using VBC’s proprietary technology. The Company paid $0.6 million to VBC, which was recorded in prepaid expenses and other current assets on the condensed consolidated balance sheet and benefited from the research and development activities over a one year timeframe. The Company recognized research and development expense of $0 and $0.1 million in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017 and $0.1 million and $0.2 million for the six months ended June 30, 2018 and 2017. Prepaid expenses and other current assets on the condensed consolidated balance sheet has been reduced by the expense recognized. 605 Doug St. LLC In September 2016, the Company entered into a lease agreement with 605 Doug St. LLC, an entity owned by the Company’s Chairman and CEO, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. See Note 8 – Financing Lease Obligation – El Segundo Altor BioScience, LLC In August 2016, the Company entered into an exclusive Co-Development Agreement (the Co-Development Agreement) with Altor BioScience, LLC, formerly known as Altor BioScience Corporation (Altor). Altor is a related party of the Company as it is a wholly owned subsidiary of NantCell, Inc. (NantCell). NantCell is an affiliate of NantWorks. Under the Co-Development Agreement, the Company and Altor agreed to exclusively collaborate on the development of therapeutic applications combining the Company’s proprietary natural killer cells with Altor's ALT-801 and/or ALT-803 products with respect to certain technologies and intellectual property rights as may be agreed between the parties for the purpose of jointly developing therapeutic applications of certain effector cell lines. The Company will be the lead developer for each product developed by the parties pursuant to the Co-Development Agreement unless otherwise agreed to under a given project plan. Under the terms of the Co-Development Agreement, both parties granted a co-exclusive, royalty free, fully paid-up, worldwide license, with the right to sublicense (only to a third-party contractor assisting with research and development activities under this Co-Development Agreement and subject to prior consent, not to be unreasonably withheld), under the intellectual property (IP), including the parties interest in the joint IP, solely to conduct any development activities agreed to by the steering committee as set forth in any development plan. Unless otherwise mutually agreed by the parties in the development plan for a project, the Company is responsible for all costs and expenses incurred by either party related to conducting clinical trials and other activities under each development program, including costs associated with patient enrollment, materials and supplies, third-party staffing, and regulatory filings. Altor is required to supply, free of charge, sufficient amounts of Altor products for all pre-clinical requirements and all clinical requirements for up to 400 patients in phase I and/or phase II clinical trials, as required under the development plan for a project per the Co-Development Agreement. Altor and the Company each will own an undivided interest in and to all rights, title and interest in and to the joint product rights. The Co-Development Agreement expires upon the fifth anniversary of the effective date. T he Company has dosed several patients with ALT-803 in several phase Ib/II and II trials. No charges for supplies or milestones by Altor have been incurred in association with the above trial during the three and six months ended June 30, 2018 and 2017. NantBio, Inc. In January 2018, the Company entered into a laboratory services agreement with NantBio, Inc. (NantBio) a NantWorks company. The agreement, effective December 2017, includes a sublease of approximately 1,965 square feet of laboratory and office space at the Company’s San Diego, California, research facility. The term of the sublease is 24 months, but can be terminated by either party with 30 days prior written notice. The sublease agreement converts to a month-to-month lease after the initial term, not to exceed the expiration of the lease agreement between the Company and the landlord. The monthly sublease and service fee of $10,000 is subject to an annual 3% increase on the agreement anniversary date. Rent income from this sublease is recorded in other income on the condensed consolidated statements of operations and was $31,000 and $0.1 million for the three and six months ended June 30, 2018, respectively. At June 30, 2018, NantBio owes the Company $17,000, which is included in due from related parties on the condensed consolidated balance sheet. In March 2016, NantBio and the National Cancer Institute entered into a cooperative research and development agreement. The agreement covers NantBio and its affiliates, including the Company. Under the agreement, the parties are collaborating on the preclinical and clinical development of proprietary recombinant NK cells and monoclonal antibodies in monotherapy and in combination immunotherapies. The Company benefited from the preclinical and clinical research conducted during the first and second year under this agreement and provided the first and second year funding under the five year agreement. In both April 2016 and April 2017, the Company paid $0.6 million to the National Cancer Institute as a prepayment for the first and second year of funding. The Company recognized research and development expense relating to this agreement ratably over a 12 month period for each funding year and recorded $0.2 million and $0.2 million of expense for the three months ended June 30, 2018 and 2017, respectively, and $0.3 million and $0.3 million of expense for the six months ended June 30, 2018 and 2017, respectively. The Company has accrued $0.2 million in anticipation of funding in 2018. NantWorks Under the NantWorks shared services agreement executed in November 2015, but effective August 2015, NantWorks provides corporate, general and administrative, manufacturing strategy, research and development, regulatory and clinical trial strategy, and other support services. The Company is charged for the services at cost plus reasonable allocations for indirect costs that relate to the employees providing the services. For the three months ended June 30, 2018 and 2017, the Company recorded selling, general and administrative expense of $0.8 million and $0.9 million, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded selling, general and administrative expense of $1.5 million and $2.0 million, respectively. For the three months ended June 30, 2018 and 2017, the Company recorded research and development expense of $0.9 million and $0.7 million, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded research and development expense of $1.8 million and $1.5 million, respectively. These amounts exclude certain general and administrative expenses provided by third party vendors directly for the Company’s benefit, which have been reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. In June 2016, the Company amended the existing shared services agreement with NantWorks whereby the Company can provide such support services to NantWorks and/or any of its affiliates. For the three months ended June 30, 2018 and 2017, the Company recorded selling, general and administrative expense reimbursements of $0.2 million and $0.1 million, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded selling, general and administrative expense reimbursements of $0.3 million and $0.2 million, respectively. For the three months ended June 30, 2018 and 2017, the Company recorded research and development expense reimbursements of $0.7 million and $0.1 million, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded research and development expense reimbursements of $1.3 million and $0.3 million, respectively. In November 2015, the Company entered into a facility license agreement with NantWorks, which became effective May 2015, for approximately 9,500 square feet in Culver City, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. See Note 8 – Financing Lease Obligation – Culver City In May 2018, the Company entered into an assignment agreement with NantWorks and a third-party construction firm. In conjunction with the agreement, the Company assigned its deposit of $0.4 million with the third-party firm to NantWorks, for which NantWorks will reimburse the Company. This assignment represents unutilized deposits that NantKwest had previously made with the construction company, for which NantWorks can now utilize in applying such funds to future planned construction projects. The Company owed NantWorks a net amount of $0.9 million for all agreements between the two affiliates at June 30, 2018, which is included in due to related parties on the condensed consolidated balance sheet. NantOmics, LLC In June 2015, the Company entered into an agreement, as amended in May 2018, with NantOmics, LLC (NantOmics), an affiliate of NantWorks, to obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. The Company will have rights to use the data and results generated from NantOmics’ services in connection with the performance of the particular oncology trial with respect to which the services were performed, but NantOmics will own the data and results, as well as any other intellectual property it creates in performing these services on the Company’s behalf. The Company is obligated to pay NantOmics a fixed, per sample fee, determined based on the type of services being provided. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. For the three months ended June 30, 2018 and 2017, the Company recorded operating expense of $0.1 million and $13,000, respectively, and for the six months ended June 30, 2018 and 2017, the Company recorded operating expense of $0.1 million and $13,000, respectively, under the agreement to research and development expense on the condensed consolidated statements of operations. At June 30, 2018, the Company owes NantOmics $0.1 million, which is included in due to related parties on the condensed consolidated balance sheet. NantCell In June 2015, the Company also entered into a supply agreement with NantCell, an affiliate of NantWorks, pursuant to which the Company has the right to purchase NantCell’s proprietary bioreactors, made according to specifications mutually agreed to with NantCell. The Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. The agreement has an initial term of five years and renews automatically for successive one year periods unless terminated earlier. During the three months ended June 30, 2018 and 2017, the Company recorded operating expense of $0 and $33,000, respectively, and during the six months ended June 30, 2018 and 2017, the Company recorded operating expense of $0 and $0.3 million, respectively, in research and development expense on the condensed consolidated statement of operations. At June 30, 2018, the Company has balances of $0.7 million and $0.2 million included in property, plant, and equipment, net, and prepaid expenses and other current assets, respectively, related to purchases from NantCell, on the condensed consolidated balance sheet. |