License and Research Agreements | 7. License and Research Agreements Kyowa Kirin Co., Ltd. In August 2013, the Company entered into a collaboration and license agreement with Kyowa Kirin Co., Ltd., or KKC (formerly Kyowa Hakko Kirin Co., Ltd. or KHK). Under the terms of this collaboration and license agreement, as amended, the Company and KKC collaborate on the development and commercialization of Crysvita in the field of orphan diseases in the U.S. and Canada, or the profit-share territory, and in the European Union, United Kingdom, and Switzerland, or the European territory, and the Company has the right to develop and commercialize such products in the field of orphan diseases in Mexico and Central and South America, or Latin America. Development Activities In the field of orphan diseases, and except for ongoing studies being conducted by KKC, the Company was the lead party for development activities in the profit-share territory and in the European territory until the applicable transition date. The Company shared the costs for development activities in the profit-share territory and the European territory conducted pursuant to the development plan before the applicable transition date equally with KKC. In April 2023, which was the transition date for the profit-share territory, KKC became the lead party and is responsible for the costs of the development activities. However, the Company will continue to share the costs of the studies commenced prior to the applicable transition date equally with KKC. The collaboration and license agreements are within the scope of ASC 808, which provides guidance on the presentation and disclosure of collaborative arrangements. Collaboration and Royalty Revenue for Sales in the Profit-share Territory The Company and KKC shared commercial responsibilities and profits in the profit-share territory until April 2023. Under the collaboration agreement, KKC manufactured and supplied Crysvita for commercial use in the profit-share territory and charged the Company a transfer price of 30 % of net sales. The transfer price on these sales was 35 % prior to December 31, 2022. The remaining profit or loss after supply costs from commercializing products in the profit-share territory was shared between the Company and KKC on a 50 / 50 basis until April 2023. In April 2023, commercialization responsibilities for Crysvita in the profit-share territory transitioned to KKC and KKC assumed responsibility for the commercialization of Crysvita in the territory at and after April 2023. Thereafter, the Company is entitled to receive a tiered double-digit revenue share from the mid- 20 % range up to a maximum rate of 30 %. In September 2022, the Company entered into an amendment to the collaboration agreement which clarified the scope of increased participation by KKC in support of the Company’s commercial activities prior to April 2023 and granted the Company the right to continue to support KKC in commercial field activities in the U.S. through April 2024, subject to the limitations and conditions set forth in the amendment. As a result, the Company will continue to support commercial field and marketing efforts through a cost share arrangement through April 2024, subject to the limits and conditions set forth in the amendment. After April 2024, the Company’s rights to promote Crysvita in the U.S. will be limited to medical geneticists and the Company will solely bear its expenses for the promotion of Crysvita in the profit-share territory. As KKC is the principal in the sale transaction with the customer, the Company recognizes a pro-rata share of collaboration revenue, net of transfer pricing, in the period the sale occurs. The Company concluded that its portion of KKC’s sales in the profit-share territory prior to April 2023 was analogous to a royalty and therefore recorded its share as collaboration revenue, similar to a royalty. Starting in April 2023, the Company began to record the royalty revenue as the underlying sales occur. In July 2022, the Company sold to OMERS its right to receive 30 % of the future royalty payments due to the Company based on net sales of Crysvita in the U.S. and Canada, subject to a cap, beginning in April 2023, as further described in Note 8. The Company records this revenue as royalty revenue. Royalty Revenue for Sales in the European Territory KKC has the commercial responsibility for Crysvita in the European territory. In December 2019, the Company sold its right to receive royalty payments based on sales in the European territory to Royalty Pharma, effective January 1, 2020, as further described in “Note 8. Liabilities for Sales of Future Royalties.” Prior to the Company’s sale of the royalty, the Company received a royalty of up to 10 % on net sales in the European territory, which was recognized as the underlying sales occur. The Company records this revenue as royalty revenue. Product Revenue for Sales in Other Territories The Company is responsible for commercializing Crysvita in Latin America and Turkey. The Company is considered the principal in these territories as the Company controls the product before it is transferred to the customer. Accordingly, the Company records revenue on a gross basis for the sale of Crysvita once the product is delivered and the risk and title of the product is transferred to the distributor. KKC has the option to assume responsibility for commercialization efforts in Turkey from the Company, after a certain minimum period. Under the collaboration agreement, KKC manufactures and supplies Crysvita, which is purchased by the Company for sales in Latin American territories and charges the Company a transfer price of 30 % of net sales. The transfer price on these sales was 35 % prior to December 31, 2022. The Company also pays to KKC a low single-digit royalty on net sales in Latin America. Total Crysvita revenue was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue in profit-share territory: Collaboration revenue $ — $ 51,348 $ 69,705 $ 148,121 Royalty revenue 35,160 — 64,221 — Non-cash royalty revenue 15,070 — 27,524 — Total revenue in profit-share territory 50,230 51,348 161,450 148,121 Product sales 19,200 13,184 57,318 34,980 Non-cash royalty revenue in European territories 5,473 5,373 15,171 15,634 Total Crysvita revenue $ 74,903 $ 69,905 $ 233,939 $ 198,735 Cost Sharing Payments Under the collaboration agreement, KKC and the Company share certain development and commercialization costs. As a result, the Company was reimbursed for these costs and operating expenses were reduced as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 940 $ 3,830 $ 4,665 $ 12,770 Selling, general and administrative 2,060 8,365 15,346 26,510 Total $ 3,000 $ 12,195 $ 20,011 $ 39,280 Collaboration Receivable and Payable The Company had accounts receivable from KKC in the amount of $ 54.1 million and $ 27.5 million from profit-share revenue and royalties and other receivables recorded in prepaid expenses and other current assets of $ 0.4 million and $ 6.4 million and accrued liabilities of $ 5.7 million and $ 3.1 million from commercial and development activity reimbursements, as of September 30, 2023 and December 31, 2022, respectively. Daiichi Sankyo In March 2020, the Company executed a License and Technology Access Agreement, or the License Agreement, with Daiichi Sankyo Co., Ltd., or Daiichi Sankyo. Pursuant to the License Agreement, the Company granted Daiichi Sankyo a non-exclusive license to intellectual property, including know-how and patent applications, with respect to its Pinnacle PCLTM producer cell line platform, or Pinnacle PCL Platform, and HEK293 transient transfection manufacturing technology platforms for AAV-based gene therapy products. Under the terms of the License Agreement, Daiichi Sankyo made an upfront payment of $ 125.0 million and an additional $ 25.0 million upon completion of the technology transfer of the Pinnacle PCL Platform and HEK293 platform. Daiichi Sankyo reimbursed the Company for all costs associated with the transfer of the manufacturing technology. In June 2020, the Company executed a subsequent license agreement, or the Sublicense Agreement, with Daiichi Sankyo for transfer of certain technology in consideration for an upfront payment of $ 8.0 million and annual maintenance fees, milestone payments, and royalties on any net sales of products incorporating the licensed intellectual property. The Company evaluated the License Agreement and the Sublicense Agreement under ASC 606 and determined that the performance obligations under the agreements are (i) intellectual property with respect to its Pinnacle PCL Platform and HEK293 transient transfection manufacturing technology platform together with the initial technical assistance and technology transfer services, and (ii) the transfer of any know-how and improvements after the completion of the initial technology transfer through the end of the three year technology transfer period. The Company allocated the total transaction price to the two performance obligations on a relative stand-alone selling price basis. Revenue allocated to the intellectual property and the technology transfer services was recognized over an initial period which was completed during the first quarter of 2022, measuring the progress toward complete satisfaction of the individual performance obligation using an input measure. Revenue for know-how and improvements after the completion of technology transfer was recognized on a straight-line basis over the remaining technology transfer period, which ended in March 2023, as it was expected that Daiichi Sankyo would receive and consume the benefits consistently throughout the period. The Company’s current obligations under the License Agreement and the Sublicense Agreement were completed following the conclusion of the technology transfer period. Total revenue recognized under the arrangement through September 30, 2023 was $ 183.3 million. The Company recognized nil and $ 1.5 million for the three and nine months ended September 30, 2023, respectively, and $ 1.5 million and $ 6.2 million for the three and nine months ended September 30, 2022 , respectively, in revenue for this arrangement. Accordingly, the Company recorded nil and $ 1.5 million of contract liabilities, net, for this arrangement as of September 30, 2023 and December 31, 2022, respectively. Mereo In December 2020, the Company entered into a License and Collaboration Agreement with Mereo to collaborate on the development of setrusumab. Under the terms of the agreement, the Company will lead future global development of setrusumab in both pediatric and adult patients with Osteogenesis Imperfecta, or OI. The Company was granted an exclusive license to develop and commercialize setrusumab in the U.S., Turkey, and the rest of the world, excluding the European Economic Area, United Kingdom, and Switzerland, or the Mereo Territory, where Mereo retains commercial rights. Each party will be responsible for post-marketing commitments and commercial supply in their respective territories. Upon the closing of the transaction in January 2021, the Company made a payment of $ 50.0 million to Mereo and will be required to make payments of up to $ 254.0 million upon the achievement of certain clinical, regulatory, and commercial milestones. The Company recognized nil and $ 9.0 million for the three and nine months ended September 30, 2023, respectively, in research and development expense for achievement of a clinical milestone under this arrangement. The Company will pay for all global development costs as well as tiered double-digit percentage royalties to Mereo on net sales in the U.S., Turkey, and the rest of the world (excluding the Mereo Territory), and Mereo will pay the Company a fixed double-digit percentage royalty on net sales in the Mereo Territory. Although Mereo is a variable interest entity, the Company is not the primary beneficiary as it does not have the power to direct the activities that would most significantly impact the economic performance of Mereo. Prior to the achievement of certain development milestones, all consideration paid to Mereo represents rights to potential future benefits associated with Mereo’s in-process research and development activities, which have not reached technological feasibility and have no alternative future use. Regeneron In January 2022, the Company announced a collaboration with Regeneron Pharmaceuticals, or Regeneron, to commercialize Evkeeza for HoFH outside of the U.S. Evkeeza is approved in the U.S., where it is marketed by Regeneron, and in the EU and U.K. as a first-in-class therapy for use together with diet and other low-density lipoprotein-cholesterol-lowering therapies to treat adults and adolescents aged 12 years and older with HoFH. Pursuant to the terms of the agreement, the Company received the rights to develop, commercialize and distribute the product for HoFH in countries outside of the U.S. The Company is obligated to pay up to $ 63.0 million in future milestone payments, contingent upon the achievement of certain regulatory and sales milestones. The Company may share in certain costs for global trials led by Regeneron and also received the right to opt into other potential indications. The collaboration agreement is within the scope of ASC 808 which provides guidance on the presentation and disclosure of collaborative arrangements. As the Company would be the principal in future sale transactions with the customer, the Company will recognize product sales and cost of sales in the period the related sales occur and the related revenue recognition criteria are met. Under the collaboration agreement, Regeneron supplies the product and charges the Company a transfer price from the low 20 % range up to 40 % on net sales, which is recognized as cost of sales in the Company’s Condensed Consolidated Statement of Operations. Upon the closing of the transaction in January 2022, the Company paid Regeneron a $ 30.0 million upfront payment. As the upfront payment was for the Company’s usage of intellectual property with respect to Evkeeza for HoFH, the upfront payment was recorded as an intangible asset, which is amortized over its useful life of 10.5 years. Under the collaboration agreement, the Company reimbursed Regeneron for development costs of $ 1.9 million and $ 6.9 million for the three and nine months ended September 30, 2023 , respectively, and $ 2.5 million and $ 4.3 million for the three and nine months ended September 30, 2022, respectively, recorded as research and development expense on the Condensed Consolidated Statements of Operations. The Company had collaboration payables for this arrangement included in accrued liabilities on the Condensed Consolidated Balance Sheets of $ 3.6 million and $ 6.8 million as of September 30, 2023 and December 31, 2022, respectively. Other Arrangements The Company has also entered into several collaborations and/or licensing arrangements in prior periods. Except as disclosed above, there have been no material changes in these arrangements during the nine months ended September 30, 2023 as compared to those disclosed in "Note 8. License and Research Agreements" to the Consolidated Financial Statements in the Annual Report. Under the financial terms of these arrangements, the Company may be required to make payments upon achievement of developmental, regulatory, and commercial milestones, which could be significant. Future milestone payments, if any, will be reflected in the Condensed Consolidated Statements of Operations upon the occurrence of the contingent event. In addition, the Company may be required to pay royalties on future sales if products related to these arrangements are commercialized. The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence. As described in the Annual Report, in connection with the Company’s collaborations with Solid and Arcturus Therapeutics Holdings, Inc., or Arcturus, the Company previously held certain equity interests in each entity. As of December 31, 2022, the Company held no shares of Arcturus common stock. The changes in the fair value of the Company’s equity investments in the common stock of Solid and Arcturus were as follows (in thousands): Common stock As of December 31, 2021 $ 32,200 Change in fair value ( 19,299 ) Sale of shares ( 10,094 ) December 31, 2022 2,807 Change in fair value ( 1,492 ) September 30, 2023 $ 1,315 |