Collaborations and Licensing Agreements | 12. Collaborations and Licensing Agreements HutchMed On August 7, 2021 (the “HutchMed Effective Date”), the Company entered into a strategic collaboration pursuant to a license agreement (the “HutchMed License Agreement”) with Hutchmed Group Investment Limited (formerly known as Hutchison China MediTech Investment Limited) (“HutchMed”), which was amended in May 2022, for the development, manufacture and commercialization of tazemetostat, either as a monotherapy or as a part of combinations with other therapies, including HutchMed proprietary compounds, agreed by the parties under the HutchMed License Agreement (“Licensed Products”) for the treatment of ES, FL, diffuse large B-cell lymphoma in humans, and any additional indications agreed by the parties in accordance with the terms of the HutchMed License Agreement (the “Field”) in mainland China, Taiwan, Hong Kong and Macau (each, a “Jurisdiction”, and collectively, the “Territory”). Agreement Structure The Company has granted HutchMed licenses under patent rights and know-how controlled by the Company to enable HutchMed to develop and commercialize Licensed Products in the Field in the Territory. The licenses granted to HutchMed are co-exclusive with the Company with respect to the development of Licensed Products in the Field in the Territory and exclusive with respect to the commercialization of Licensed Products in the Field in the Territory. The Company also granted HutchMed a license under patent rights and know-how controlled by the Company to enable HutchMed to manufacture tazemetostat drug substance and drug product for the purpose of developing and commercializing Licensed Products in the Field in the Territory. The Company retains development and commercialization rights with respect to Licensed Products in the rest of the world outside of the Territory except for Japan. On May 6, 2022, as contemplated by the HutchMed License Agreement, the Company, Hutchmed Limited (formerly known as Hutchison MediPharma Limited) and Hutchmed (Hong Kong) Limited entered into a manufacturing technology transfer and supply agreement under which the Company has agreed to conduct a technology transfer of manufacturing technology to HutchMed to enable HutchMed to manufacture clinical and commercial quantities of tazemetostat drug substance and drug product to carry out its obligations and exercise its rights under the HutchMed License Agreement. Until the completion of the technology transfer to HutchMed, the Company has agreed to manufacture and supply HutchMed with tazemetostat drug substance and drug product in sufficient quantities for HutchMed’s development and commercialization activities for Licensed Products in the Field in the Territory. HutchMed has agreed to use commercially reasonable efforts to carry out development activities in the Territory as agreed by the parties and to seek to obtain and maintain regulatory approval of the Licensed Products in the Territory. HutchMed has also agreed to use commercially reasonable efforts to commercialize Licensed Products in the Field in the Territory. HutchMed is responsible for all costs it incurs in developing, obtaining regulatory approval of, and commercializing Licensed Products in the Field in the Territory, including costs incurred by HutchMed in conducting clinical trials that only include clinical sites in the Territory. For global studies conducted by the Company that HutchMed elects to participate in by conducting any such study in the Territory, HutchMed will be responsible for enrolling and treating in the Territory 20 % of the total number of study patients of such global study and will be responsible for costs for those patients enrolled and treated in such trials. HutchMed will also be responsible for 20 % of the costs of such global studies that are not specific to any territory and the Company will be responsible for all other costs of such global studies. HutchMed has agreed to participate in the Company’s EZH-301 and SYMPHONY-1 (EZH-302) global studies. Under an amendment to the HutchMed License Agreement executed by the parties on May 6, 2022, HutchMed has responsibility for the SYMPHONY-1 trial in the Territory at HutchMed’s expense, except the Company is responsible for regulatory interactions and filings in mainland China and for the conduct of the SYMPHONY-1 trial in Taiwan, in each case subject to HutchMed’s reimbursement of the Company’s expenses commencing as of the HutchMed Effective Date, and Epizyme has oversight of the conduct of the SYMPHONY-1 trial to ensure consistency with the conduct of the trial globally. Pursuant to the HutchMed License Agreement, the Company received a nonrefundable upfront payment of $ 25.0 million in September 2021. The Company is also entitled to milestone payments of up to $ 110.0 million in the aggregate for achievement of specified development and regulatory milestones with respect to Licensed Products in the Territory, and up to $ 175.0 million in the aggregate for achievement of specified sales milestones in the Territory with respect to the Licensed Products. The Company will also be entitled to receive tiered royalties, ranging from a mid-teens percentage to a low twenties percentage based on HutchMed’s cumulative annual net sales, if any, of Licensed Products in the Territory. Royalties are payable for each Licensed Product commencing on the first commercial sale of the applicable Licensed Product and ending, on a Jurisdiction-by-Jurisdiction basis, on the latest of expiration of specified patent coverage, expiration of specified regulatory exclusivity or a specified period following the first commercial sale in such Jurisdiction and may be reduced in various circumstances. Under the HutchMed License Agreement, the Company issued a warrant to HutchMed (the “HutchMed Warrant”), exercisable at any time prior to August 7, 2025 , for up to 5,653,000 shares of the Company’s common stock at an exercise price of $ 11.50 per share. On September 21, 2021, the Company filed with the SEC a registration statement on Form S-3 registering for resale the shares of the Company’s common stock issuable upon exercise of the HutchMed Warrant in accordance with the HutchMed Warrant. Such registration statement on Form S-3 was declared effective by the SEC on September 29, 2021. Unless earlier terminated, the HutchMed License Agreement will expire upon the expiration of the last royalty term for the last Licensed Product in the Field in the Territory. HutchMed may terminate the HutchMed License Agreement in its entirety for any or no reason upon 12 months’ prior written notice to the Company. Either party may, subject to specified cure periods, terminate the HutchMed License Agreement in the event of the other party’s uncured material breach, and under specified circumstances relating to the other party’s insolvency or if the other party or its affiliates challenges the validity, patentability, or enforceability of patent rights that are owned by or licensed to such party or its affiliates and that are subject to the licenses granted in the HutchMed License Agreement. License Revenue The Company evaluated the terms of the HutchMed License Agreement and first determined that the HutchMed Warrant should be accounted for pursuant to ASC 815, Derivatives and Hedging, with the HutchMed Warrant's fair value of approximately $ 13.0 million (Note 15) at execution considered outside of the revenue arrangement. The Company then evaluated the HutchMed License Agreement under ASC 606, Revenue from Contracts with Customers ("Topic 606") and concluded that the contract counterparty, HutchMed, is a customer. The Company identified the following performance obligations at the inception of the HutchMed License Agreement: (1) exclusive license of rights to develop, manufacture and commercialize tazemetostat in the Territory and (2) research and development services related to global trials. In addition, the Company identified the following customer options that will create manufacturing or supply obligations for the Company upon exercise by HutchMed (1) the supply of tazemetostat, (2) the supply of rituximab, lenalidomide, and placebo and (3) the supply of tazemetostat drug product. The customer options were evaluated as a material right and identified as the third performance obligation. In addition, the Company may also provide certain technology transfer services related to providing HutchMed with the capability to manufacture tazemetostat, for which the Company will receive reimbursement that approximates stand-alone selling price. Under the HutchMed License Agreement, as amended, in order to evaluate the appropriate transaction price, the Company determined that the $ 12.0 million of the up-front fee remaining after allocation to the HutchMed Warrant and the reimbursement to be received for its research and development services constituted the amount of the consideration to be included in the transaction price. Prior to the May 6, 2022 amendment to the HutchMed License Agreement, had the EZH-302 global trial not been deemed a confirmatory trial for purposes of regulatory approval in China, the Company would have been responsible for reimbursing HutchMed for the costs of the portion of the EZH-302 global trial that would be performed in China. The Company had concluded that this potential repayment provision represented variable consideration under the arrangement. Due to the uncertainty of potential repayment, which was based solely on the decision of a regulatory authority, the Company could not assert that it was probable that a significant reversal of revenue would not occur. As a result, the Company determined that the transaction price should be fully constrained. Pursuant to the May 6, 2022 amendment to the HutchMed License Agreement, this potential repayment provision was removed. The Company reevaluated its rights and obligations under the HutchMed License Agreement, as amended, and concluded that the removal of the repayment provision as well as its additional performance obligations with respect to regulatory interactions and filings in mainland China and for the conduct of the SYMPHONY-1 trial in Taiwan represented a modification of the arrangement. Consequently, the Company reassessed its accounting pursuant to the arrangement. The Company determined that the $12.0 million of the up-front fee remaining after allocation to the HutchMed Warrant and the reimbursement to be received for its research and development services constituted the amount of the consideration to be included in the transaction price and to be allocated to the performance obligations. In order to meet the allocation objective under Topic 606, the Company determined that it should allocate to each performance obligation the portion of the transaction price that reflects the amount of consideration the entity expects to be entitled to in exchange for transferring those goods or services to the customer. The Company therefore allocated the variable consideration associated with its research and development services entirely to the research and development performance obligation. The remaining consideration of $ 12.0 million was allocated to the remaining performance obligations – the exclusive license and the material right related to manufacturing obligations, based on the stand-alone selling price for each. For the license, the stand-alone selling price was calculated using an income approach model and included the following key assumptions: the development timeline, discount rate, and probabilities of technical and regulatory success. The value of the material right was determined by calculating the incremental discount provided to HutchMed with respect to its purchases of manufacturing materials. The Company believes that a change in the assumptions used to determine its stand-alone selling price for the license and material right most likely would not have a significant effect on the allocation of consideration received (or receivable) to the performance obligations. The Company concluded that after the amendment, the total transaction price to be allocated to the satisfied performance obligations was $ 17.1 million, which consisted of the license fee and the reimbursement of research and development services. The Company estimated there to be $ 4.0 million of variable consideration allocated to its research and development obligations that will be recognized as such services are performed. None of the development or regulatory milestones have been included in the transaction price, as all such milestone amounts were fully constrained. As part of the Company's evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future clinical trials and the licensee’s efforts. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to HutchMed and therefore are recognized at the later of when the performance obligation is satisfied or the related sales occur. The Company will reevaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstance occur. Topic 606 requires the Company to select a single revenue recognition method for the performance obligation that depicts the Company’s performance in transferring control of services or goods. Accordingly, the Company recognized the revenue from the license at a point in time as the licenses associated with the license performance obligation have significant standalone functionality that HutchMed can immediately use. The licenses were delivered in the third quarter of 2021. Therefore, the promise to provide a customer with a right to use the Company's intellectual property would indicate revenue is satisfied at a point in time. For the research and development performance obligation, the Company utilizes a cost-based input method to measure proportional performance and to calculate the amount of revenue to recognize. The Company believes that this is the best measure of progress because it reflects the manner in which the Company transfers its performance obligation to HutchMed. The Company recognizes the amount allocated to the material right associated with manufacturing materials as revenue based on the output method as HutchMed exercises its options and the manufacturing materials are transferred to HutchMed. During the second quarter of 2022, the Company allocated $ 11.8 million of the transaction price to the license and recognized this amount as revenue during the second quarter of 2022. Consideration allocated to the research and development performance obligation was $ 4.7 million, of which $ 0.8 million was recognized during the second quarter of 2022. Revenue allocated to the material right was $ 0.6 million, $ 0.1 million of which was recognized during the second quarter of 2022. In addition, HutchMed made manufacturing material purchases of $ 3.8 million during the second quarter of 2022, which were recognized upon delivery. GSK In January 2011, the Company entered into a collaboration and license agreement (the “GSK Collaboration and License Agreement”) with Glaxo Group Limited (an affiliate of GlaxoSmithKline plc) (“GSK”), to discover, develop and commercialize novel small molecule histone methyltransferase ("HMT") inhibitors directed to available targets from the Company’s platform. Under the terms of the GSK Collaboration and License Agreement, the Company granted GSK exclusive worldwide license rights to HMT inhibitors directed to three targets. In March 2014, the Company and GSK amended certain terms of this agreement for the third licensed target, revising the license terms with respect to candidate compounds and amending the corresponding financial terms, including reallocating milestone payments and increasing royalty rates as to the third target. Subsequent to a GSK strategic portfolio prioritization, the Company received notice in October 2017 that GSK terminated the agreement with respect to the third target, effective December 31, 2017, which returned all rights to that target to the Company. On December 16, 2021, the Company received written notice from GSK that GSK elected to terminate the GSK Collaboration and License Agreement without cause, and in accordance with the terms of the agreement and the notice of termination, the termination became effective as of March 16, 2022. As a result of the termination of the agreement, as of the termination effective date, the license rights granted by the Company to GSK terminated, and GSK ceased to accrue any financial obligations to the Company and the Company is entitled to pursue PRMT5 and PRMT1 targets in all fields worldwide without further obligation to GSK. The Company substantially completed all of its obligations under this agreement by the end of 2015. The termination of the agreement had no impact on the Company’s financial statements. Eisai In April 2011, the Company entered into a collaboration and license agreement with Eisai, under which the Company granted Eisai an exclusive worldwide license to its small molecule HMT inhibitors directed to the EZH2 HMT, including the Company’s product candidate tazemetostat, while retaining an opt-in right to co-develop, co-commercialize and share profits with Eisai as to licensed products in the United States. In March 2015, the Company entered into an amended and restated collaboration and license agreement with Eisai (the “Eisai License Agreement”), under which the Company reacquired worldwide rights, excluding Japan, to its EZH2 program, including tazemetostat. Under the Eisai License Agreement, the Company is responsible for global development, manufacturing and commercialization outside of Japan of tazemetostat and any other EZH2 product candidates, with Eisai retaining development and commercialization rights in Japan, as well as a right to elect to manufacture tazemetostat and any other EZH2 product candidates in Japan, and a right of first negotiation for the rest of Asia. Eisai waived its right of first negotiation for the rest of Asia in 2018. In March 2021, the Company and Eisai entered into a supply agreement providing for the manufacture and supply to Eisai of tazemetostat drug product. Under the terms of the supply agreement, the Company also agreed to waive its right of exclusive supply of tazemetostat drug substance from the Company’s drug substance manufacturer. The Company deferred $ 5.0 million of revenue allocated to the Company’s waiver of its exclusive right to supply of tazemetostat drug substance as of March 31, 2021, which was recognized in April 2021 upon delivery of the Company's waiver to the drug substance manufacture. During the three and six months ended June 30, 2021, the Company recognized $ 5.0 million and $ 6.3 million, respectively, related to the Company's waiver of its exclusive right to supply of tazemetostat drug substance from the Company's drug substance manufacturer and delivery of tazemetostat drug product in collaboration and other revenue. As of June 30, 2022 and December 31, 2021 , the Company had accounts receivable of less than $ 0.1 million for both periods, due from Eisai. During the three and six months ended June 30, 2022, the Company recorded $ 1.3 million and $ 2.6 million, respectively , related to the worldwide royalties due under the Eisai License Agreement in cost of revenue based on U.S. sales of TAZVERIK. During the three and six months ended June 30, 2021, the Company recorded $ 1.2 million and $ 2.1 million, respectively, related to the worldwide royalties due under the Eisai License Agreement in cost of revenue based on U.S. sales of TAZVERIK. As of June 30, 2022 and 2021 , $ 1.3 million and $ 1.2 million, respectively, in royalties were payable under the Eisai License Agreement. F or additional information regarding certain of the Eisai royalties, see Note 13, Sale of Future Royalties . Roche In December 2012, Eisai and the Company entered into a companion diagnostics agreement with Roche Molecular Systems, Inc. (“Roche Molecular”), under which Eisai and the Company engaged Roche Molecular to develop a companion diagnostic to identify patients who possess certain activating mutations of EZH2. In October 2013, this agreement was amended to include additional mutations in EZH2. The development costs due under the amended agreement with Roche Molecular were the responsibility of Eisai until the execution of the amended and restated collaboration and license agreement with Eisai in March 2015, at which time the Company assumed responsibility for the remaining development costs due under the agreement. In December 2015, the Company and Eisai entered into a second amendment to the companion diagnostics agreement with Roche Molecular. The agreement was further amended in March 2018. Under the amended agreement, the Company was responsible for remaining development costs of $ 10.4 million due under the agreement as of March 2018 and Eisai agreed to reimburse the Company $ 0.9 million of this amount related to a regulatory milestone for Japan. In July 2019, the Company entered into a fourth amendment to the companion diagnostics agreement. Under the amended agreement, the Company and Roche Molecular agreed to divide a $ 1.0 million regulatory milestone for the United States into two separate milestone payments, of which $ 0.5 million was paid by the Company as part of the signed amendment, and the remaining $ 0.5 million was paid by the Company in December 2019 upon the satisfaction of certain conditions set forth in the fourth amendment to the companion diagnostics agreement. As part of this fourth amendment, Roche Molecular also assigned all of its rights and obligations under the companion diagnostics agreement to Roche Sequencing Solutions (“Roche Sequencing”) due to an internal reorganization, and this assignment became effective as of January 1, 2020. As of June 30, 2022 , the Company is responsible for the remaining development costs of $ 1.0 million due under the agreement. The $ 0.9 million that Eisai agreed to reimburse the Company related to a regulatory milestone for Japan was achieved as of June 30, 2020 and the payment was received in the fourth quarter of 2020. In addition, the Company paid $ 1.0 million for the achievement of a development milestone in the fourth quarter of 2020. Under the agreement with Roche Sequencing, Roche Sequencing is obligated to use commercially reasonable efforts to develop and to make commercially available the companion diagnostic. Roche Sequencing has exclusive rights to commercialize the companion diagnostic. On June 18, 2020, the FDA approved the companion diagnostic that is intended to identify FL patients with an EZH2 mutation for treatment with tazemetostat. The agreement with Roche Sequencing will expire when the Company and Eisai are no longer developing or commercializing tazemetostat. The Company and Eisai may terminate the agreement by giving Roche Sequencing 90 days’ written notice if the Company and Eisai discontinue development and commercialization of tazemetostat or determine, in conjunction with Roche Sequencing, that the companion diagnostic is not needed for use with tazemetostat. Any party may also terminate the agreement in the event of a material breach by any party, in the event of material changes in circumstances that are contrary to key assumptions specified in the agreement or in the event of specified bankruptcy or similar circumstances. Under specified termination circumstances, Roche Sequencing may become entitled to specified termination fees. |