Related Party Agreements | 9. Related Party Agreements Our 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, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new genetically modified NK cells for our product pipeline. NantHealth Labs, Inc. In March 2018, we entered into an agreement with NantHealth Labs, Inc., or NantHealth Labs, to obtain blood-based tumor profiling services. NantHealth Labs is a related party, as it is a wholly owned subsidiary of NantHealth, Inc., a majority owned subsidiary of NantWorks. We are obligated to pay NantHealth Labs 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 months ended September 30, 2019 and 2018, $0 and $0.2 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. During the nine months ended September 30, 2019 and 2018, $10,000 and $0.3 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. At September 30, 2019 and December 31, 2018, we owed NantHealth Labs $7,100 and $49,300, respectively, which is included in due to related parties on the condensed consolidated balance sheets. Immuno-Oncology Clinic, Inc. In 2017 and 2018, we entered into multiple agreements with Immuno-Oncology Clinic, Inc., or the Clinic, to conduct various clinical trials. The Clinic was formerly known as John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine, El Segundo, California. The Clinic is a related party as it is owned by one officer of NantKwest and NantWorks manages the administrative operations of the Clinic. Prior to June 30, 2019, one of the company’s officers was an investigator or sub-investigator for all of the company’s trials conducted at the Clinic. In July 2019, we entered into a new agreement with the Clinic which superseded our existing agreements with the Clinic, effective as of July 1, 2019. The new agreement covers clinical trial and research related activities on a non-exclusive basis relating to our existing clinical trials, commenced prior to July 1, 2019, and prospective clinical trials and research projects. The new agreement also specifies certain services and related costs that are excluded from the new agreement. Prior to commencing any work under the new agreement, the parties have agreed to execute written work orders setting forth the terms and conditions related to specific services to be performed, including financial terms. For existing clinical trials, commenced prior to July 1, 2019, fees incurred for services performed after July 1, 2019 are covered under the new agreement and applied towards the below-mentioned prepayments. The initial term of the new agreement is for one year, but the agreement allows for an automatic renewal and additional extensions beyond the initial term. In consideration of the services to be performed under the new agreement, we agreed to make payments of $7.5 million to the Clinic, of which $3.75 million and $1.875 million were paid in July 2019 and October 2019, respectively. The remaining $1.875 million payment is due on January 1, 2020. The prepayments constitute a prepayment by us for services to be performed by the Clinic. Under the term of the new agreement, the outstanding balance of our prepayment shall be increased on a quarterly basis by an interest credit computed in accordance with terms specified in the new agreement. To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the new agreement, we may elect at our sole discretion either to (i) not extend the term of the new agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the new agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. The Clinic may terminate this agreement upon each anniversary date upon sixty (60) days prior written notice and reimbursement in full to us of any outstanding unearned balance of the prepayments provided that any such termination by the Clinic will not apply with respect to any work orders still in effect at the time of such termination. In July 2019, we executed a clinical trial work order under the new agreement with the Clinic for an open-label, phase I study of PD‑L1.t‑haNK for infusion in subjects with locally advanced or metastatic solid cancers. We estimate that $1.2 million of costs associated with this study will be applied against the aforementioned payments made by us pursuant to the new agreement. During the three months ended September 30, 2019 and 2018, $0.3 million and $0.7 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations for services performed by the Clinic. During the nine months ended September 30, 2019 and 2018, $0.9 million and $2.1 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations for services performed by the Clinic. As of September 30, 2019 and December 31, 2018, we owed the Clinic $0.2 million and $0.6 million, respectively, for services excluded from the new agreement, which are included in due to related parties on the condensed consolidated balance sheets, and as of September 30, 2019, we had a prepaid balance with the Clinic totaling $3.5 million, which is included in prepaid expenses and other current assets, and other assets, on the condensed consolidated balance sheets. We anticipate that the remaining prepayment amount as of September 30, 2019 will be utilized in future periods as the Clinic provides additional services pursuant to the new agreement. Tensorcom, LLC In April 2017, we entered into a sublease agreement with Tensorcom, LLC, or Tensorcom, for a portion of our San Diego, California, research and development laboratory and office space. The lease ran from May 1, 2017 through April 30, 2018. Tensorcom is a related party, as it is an affiliate of NantWorks. The sublease included a portion of the premises consisting of approximately 6,557 rentable square feet of space. The monthly base rent was $25,000 per month. For the three and nine months ended September 30, 2018, we recognized $0 and $0.1 million, respectively, in other income on the condensed consolidated statements of operations under the sublease agreement. VivaBioCell S.p.A. In February 2017, we entered into a research grant agreement with VivaBioCell S.p.A., or VBC, a subsidiary of ImmunityBio. ImmunityBio is a related party, as it is an affiliate of NantWorks. VBC conducted research and development activities related to our NK cell lines using VBC’s proprietary technology. We recognized research and development expense of $0 and $0.1 million, respectively, on the condensed consolidated statements of operations for the three and nine months ended September 30, 2018. No expense was incurred for the three and nine months ended September 30, 2019. 605 Doug St. LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our 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. We have 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. Lease expense for this facility is recorded in research and development expense on the condensed consolidated statements of operations and was $0.2 million and $0.1 million, respectively, for the three months ended September 30, 2019 and 2018, and $0.7 million and $0.2 million, respectively, for the nine months ended September 30, 2019 and 2018. At September 30, 2019 and December 31, 2018, there were no balances due between the parties. Altor In August 2016, we entered into an exclusive Co-Development Agreement with Altor as described in Note 7. Altor is a related party, as it is a wholly owned subsidiary of ImmunityBio. ImmunityBio is a related party, as it is an affiliate of NantWorks. No charges for supplies by Altor have been incurred in association with the trials during the three and nine months ended September 30, 2019 and 2018. NantBio In August 2018, NantBio assigned an agreement to us for the use of a third-party research facility, which provides us with the exclusive right to use, and access to a portion of, the third party’s laboratory and vivarium premises. NantBio is a related-party as it is an affiliate of NantWorks. In conjunction with the assignment, we reimbursed NantBio for upfront payments which it had made to the third party of $0.9 million and paid $0.5 million directly to the third party for an aggregate value of $1.4 million. The assigned agreement is for a term of ten years and expires in June 2027. The agreement may be terminated by us at any time, with or without cause. In case of termination of the agreement, the third party will reimburse us for a pro-rata amount based upon the passage of time. In January 2018, we entered into a laboratory services agreement with NantBio. The agreement, effective December 2017, includes a sublease of approximately 1,965 square feet of laboratory and office space at our 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 us 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 $31,600 and $31,000, respectively, for the three months ended September 30, 2019 and 2018, and $0.1 million and $0.1 million, respectively, for the nine months ended September 30, 2019 and 2018. At September 30, 2019 and December 31, 2018, NantBio owed us $28,400 and $49,000, respectively, which is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. In March 2016, NantBio and the National Cancer Institute entered into a cooperative research and development agreement. The initial five year agreement covers NantBio and its affiliates, including us. 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. We benefited from the preclinical and clinical research conducted during the first three years under this agreement and provided the first four years of funding under the agreement. In each of April 2016, April 2017, August 2018, and May 2019, we paid $0.6 million to the National Cancer Institute as a prepayment for services under the agreement. We 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 $0.5 million of expense for each of the three and nine months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, we had balances of $0.3 million and $0.1 million, respectively, included in prepaid expenses and other current assets related to this agreement, on the condensed consolidated balance sheets. NantWorks In May 2018, we entered into an assignment agreement with NantWorks and a third-party construction firm. In connection with the agreement, we assigned our deposit of $0.4 million with the third-party firm to NantWorks for which NantWorks reimbursed us. This assignment represented 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. 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. We are 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 September 30, 2019 and 2018, we recorded selling, general and administrative expense of $0.5 million and $0.6 million, respectively. For the nine months ended September 30, 2019 and 2018, we recorded selling, general and administrative expense of $1.7 million and $2.1 million, respectively. For the three months ended September 30, 2019 and 2018, we recorded research and development expense of $0.4 million and $0.8 million, respectively. For the nine months ended September 30, 2019 and 2018, we recorded research and development expense of $1.0 million and $2.6 million, respectively. These amounts exclude certain general and administrative expenses provided by third party vendors directly for our benefit, which have been reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. In June 2016, we amended the existing shared services agreement with NantWorks whereby we can provide such support services to NantWorks and/or any of its affiliates. For the three months ended September 30, 2019 and 2018, we recorded selling, general and administrative expense reimbursements of $0.2 million and $0.2 million, respectively. For the nine months ended September 30, 2019 and 2018, we recorded selling, general and administrative expense reimbursements of $0.6 million and $0.5 million, respectively. For the three months ended September 30, 2019 and 2018, we recorded research and development expense reimbursements of $0.6 million and $0.7 million, respectively. For the nine months ended September 30, 2019 and 2018, we recorded research and development expense reimbursements of $1.7 million and $2.0 million, respectively. We owed NantWorks a net amount of $0.7 million and $1.1 million for all agreements between the two affiliates at September 30, 2019 and December 31, 2018, respectively, which is included in due to related parties on the condensed consolidated balance sheets. In November 2015, we 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. Lease expense for this facility is recorded in research and development expense on the condensed consolidated statements of operations and was $0.1 million and $47,000, respectively, for the three months ended September 30, 2019 and 2018, and $0.4 million and $0.1 million, respectively, for the nine months ended September 30, 2019 and 2018. NantOmics, LLC In June 2015, we entered into an agreement, as amended in May 2018, with NantOmics, LLC, or NantOmics, which is a related party, as it is an affiliate of NantWorks. Pursuant to this agreement we obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. We 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 owns the data and results, as well as any other intellectual property it creates in performing these services on our behalf. We are 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 September 30, 2019 and 2018, we recorded operating expense of $18,000 and $36,000, respectively, to research and development under this arrangement on the condensed consolidated statements of operations. For the nine months ended September 30, 2019 and 2018, we recorded operating expense of $0.1 million and $0.2 million, respectively, to research and development under this arrangement on the condensed consolidated statements of operations. We owed NantOmics $18,300 and $24,000, respectively, at September 30, 2019 and December 31, 2018, which is included in due to related parties on the condensed consolidated balance sheets. ImmunityBio In June 2015, we entered into a supply agreement with ImmunityBio (formerly known as NantCell, Inc.), which is a related party, as it is an affiliate of NantWorks. Pursuant to this supply agreement we have the right to purchase ImmunityBio’s proprietary bioreactors, made according to specifications mutually agreed to with ImmunityBio. We also have the right to purchase reagents and consumables associated with such equipment from ImmunityBio. When an upfront payment is made, it is included in prepaid expenses on the condensed consolidated balance sheets until the product is received. The agreement has an initial term of five years and renews automatically for successive one-year periods unless terminated earlier. As of September 30, 2019 and December 31, 2018, we had $1.2 million and $1.1 million in capitalized equipment, respectively, on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2019 and 2018, no expense was recorded in research and development expense on the condensed consolidated statement of operations. At September 30, 2019 and December 31, 2018, we had $0.4 million and $0.5 million, respectively, included in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2019, ImmunityBio owed us $4,200, which is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of December 31, 2018, there were no balances due between the parties. |