Collaborations | 9 Months Ended |
Sep. 30, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborations | 7 | Collaborations |
Celgene |
In April 2012, the Company entered into a collaboration and license agreement with Celgene Corporation and Celgene International Sàrl (collectively, “Celgene”) to discover, develop and commercialize, in all countries other than the United States, small molecule HMT inhibitors targeting the DOT1L HMT, including the Company’s product candidate EPZ-5676, and any other HMT targets from the Company’s product platform for patients with genetically defined cancers, excluding targets already selected by the Company’s two other existing therapeutic collaborations (the “available targets”). |
Agreement Structure |
Under the terms of the agreement, the Company received a $65.0 million upfront payment and $25.0 million from the sale of its series C redeemable convertible preferred stock to an affiliate of Celgene, of which $3.0 million was considered a premium and included as collaboration arrangement consideration for a total upfront payment of $68.0 million. In addition, the Company is eligible to earn up to $60.0 million in substantive clinical development milestone payments and up to $100.0 million in substantive regulatory milestone payments related to DOT1L, where milestones are considered to be substantive if (a) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company is also eligible to earn up to $65.0 million in payments, including a combination of substantive clinical development milestone payments and an option exercise fee, and up to $100.0 million in substantive regulatory milestone payments for each available target as to which Celgene exercises its option during an initial option period ending in July 2015. Celgene has the right to extend the option period until July 2016 by making a significant option extension payment. As to DOT1L and each available target as to which Celgene exercises its option, the Company retains all product rights in the United States and is eligible to receive royalties for each target at defined percentages ranging from the mid-single digits to the mid-teens on net product sales outside of the United States subject to reduction in specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with pharmaceutical development, the Company may not receive any milestone or royalty payments from Celgene. The first potential milestone payment that the Company might be entitled to receive under this agreement is a $25.0 million substantive milestone for achieving proof-of-concept, as defined in the agreement, for its DOT1L inhibitor. |
The Company is obligated to conduct and solely fund research and development costs of the Phase I clinical trials for the DOT1L target and through the effectiveness of the first investigational new drug application (“IND”) for an HMT inhibitor directed to each available target selected by Celgene, after which Celgene and the Company will equally co-fund global development and each party will solely fund territory-specific development costs for its territory. In the third quarter of 2013, the Company recorded accounts receivable of $0.7 million related to non-Phase I global development costs subject to the co-funding provisions of the agreement. Co-funded amounts receivable from Celgene are recorded net in research and development expense. |
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Collaboration Revenue |
Through September 30, 2013, in addition to amounts allocated to Celgene’s purchase of shares of the Company’s series C redeemable convertible preferred stock, the Company had received a total of $68.0 million in upfront payments under the Celgene agreement, including a $3.0 million implied premium on Celgene’s purchase of shares of the Company’s series C redeemable convertible preferred stock. Through September 30, 2013, the Company has recognized $34.7 million of collaboration revenue in the consolidated statements of operations and comprehensive (loss) income related to this agreement, including $3.5 million and $10.8 million in the three and nine months ended September 30, 2013, respectively, and $6.7 million and $20.3 million in the three and nine months ended September 30, 2012, respectively. Revenue recognized in the three and nine months ended September 30, 2013 reflects the Company’s current plan to complete the ongoing Phase I study of EPZ-5676 in 2014. As a result, the remaining deferred revenue of approximately $2.1 million attributed to this deliverable as of September 30, 2013 will be recognized ratably through December 31, 2014. As of September 30, 2013 and December 31, 2012, the Company had deferred revenue of $33.3 million and $44.1 million, respectively, related to this agreement. |
Eisai |
In April 2011, the Company entered into a collaboration and license agreement with Eisai Co. Ltd. (“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 EPZ-6438, while retaining an opt-in right to co-develop, co-commercialize and share profits with Eisai as to licensed products in the United States. Additionally, as part of the research collaboration, the Company agreed to provide research and development services related to the licensed compounds through December 31, 2014. |
Agreement Structure |
Under the terms of the agreement, the Company has recorded a $3.0 million upfront payment, $7.0 million in preclinical research and development milestone payments, a $6.0 million clinical development milestone payment and cash payments and accounts receivable totaling $16.5 million for research and development services through September 30, 2013. The Company is eligible to earn up to $25.0 million in additional clinical development milestone payments, including substantive milestone payments of up to $10.0 million, up to $55.0 million in regulatory milestone payments and up to $115.0 million in sales-based milestone payments. The Company is also eligible to receive royalties at a percentage in the mid-single digits on any net product sales outside of the United States and at a percentage from the mid-single digits to low double-digits on any product sales in the United States, subject to reduction in specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with pharmaceutical development, the Company may not receive any additional milestone payments or royalty or profit share payments from Eisai. The next potential milestone payment that the Company might be entitled to receive under this agreement is a $10.0 million substantive milestone for the initiation of the Phase II portion of the Phase I/II clinical trial. |
Eisai solely funds all research, development and commercialization costs for licensed compounds, except for the cost obligations that the Company will undertake if it exercises its opt-in right to co-develop, co-commercialize and share profits with Eisai as to licensed products in the United States. If the Company exercises its opt-in right to a licensed compound, the licensed compound would become a shared product as to which Eisai’s obligation to pay royalties to the Company as to such shared product in the United States will terminate; Eisai and the Company will share in net profits or losses with respect to such shared product in the United States; 25.0% of specified past development costs will become creditable by Eisai against future milestones or royalties due to the Company, subject to specified limitations; Eisai and the Company will share equally in subsequent development costs allocated to the United States; and all subsequent milestone payments that become payable by Eisai to the Company based on the shared product will be decreased by 50.0%. |
Collaboration Revenue |
Through September 30, 2013, the Company has recorded a total of $32.5 million in cash and accounts receivable and has recognized $30.5 million of collaboration revenue in the consolidated statements of operations and comprehensive (loss) income related to this agreement, including $1.9 million and $12.4 million in the three and nine months ended September 30, 2013, respectively, and $1.9 million and $9.3 million in the three and nine months ended September 30, 2012, respectively, with a $6.0 million clinical development milestone achieved and recognized as collaboration revenue in the nine months ended September 30, 2013 and a $4.0 million research milestone achieved and recognized as collaboration revenue in the nine months ended September 30, 2012. As of September 30, 2013 and December 31, 2012, the Company had deferred revenue of $2.0 million and $3.2 million, respectively, related to this agreement. |
GSK |
In January 2011, the Company entered into a collaboration and license agreement with Glaxo Group Limited, an affiliate of GlaxoSmithKline (“GSK”), to discover, develop and commercialize novel small molecule HMT inhibitors directed to available targets from the Company’s product platform. Under the terms of the agreement, the Company has granted GSK exclusive worldwide license rights to HMT inhibitors directed to three targets. Additionally, as part of the research collaboration provided for in the agreement, the Company agreed to provide research and development services related to the licensed targets pursuant to agreed upon research plans during a research term that ends January 8, 2015. |
Agreement Structure |
Under the agreement, the Company has received a $20.0 million upfront payment, $8.0 million in preclinical research and development milestone payments and $6.0 million of fixed research funding. The Company is eligible to receive up to $21.0 million in additional substantive preclinical research and development milestone payments, up to $99.0 million in clinical development milestone payments, up to $240.0 million in regulatory milestone payments and up to $270.0 million in sales-based milestone payments. In addition, GSK is required to pay the Company royalties, at percentages from the mid-single digits to the low double-digits, on a licensed product-by-licensed product basis, on worldwide net product sales, subject to reduction in specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with pharmaceutical development, the Company may not receive any additional milestone payments or royalty payments from GSK. The next potential milestone payment that the Company might be entitled to receive under this agreement is a substantive research milestone. However, due to the varying stages of development of each licensed target, the Company is not able to determine the next milestone that might be achieved, if any. |
For each selected target in the collaboration, the Company is primarily responsible for research until the selection of the development candidate, and GSK will be solely responsible for subsequent development and commercialization. GSK provided a fixed amount of research funding during the second and third years of the research term and is obligated to provide research funding equal to 100.0% of research and development costs, subject to specified limitations, for any research activities conducted by the Company in the fourth year of the research term. |
Collaboration Revenue |
Through September 30, 2013, the Company has received a total of $34.0 million in payments under the GSK agreement and has recognized $18.7 million of collaboration revenue in the consolidated statements of operations and comprehensive (loss) income related to this agreement, including $3.0 million and $9.0 million in the three and nine months ended September 30, 2013, respectively, and $6.7 million in both the three and nine months ended September 30, 2012, with $4.0 million in preclinical research and development milestones achieved and recognized as collaboration revenue in the three and nine months ended September 30, 2012. As of September 30, 2013 and December 31, 2012, the Company had deferred revenue of $15.3 million and $22.0 million, respectively, related to this agreement. |
Companion Diagnostics |
Roche |
In December 2012, Eisai and the Company entered into an agreement with Roche Molecular Systems, Inc. (“Roche”) under which Eisai and the Company are funding Roche’s development of a companion diagnostic to identify patients who possess certain point mutations in EZH2. The development costs under the agreement with Roche are the responsibility of Eisai until such time, if any, as the Company exercises its opt-in right under the collaboration agreement with Eisai. Under the terms of the agreement, Eisai has agreed to pay Roche defined milestone payments of up to $21.0 million to develop and make commercially available the companion diagnostic. As a result, the cost of the companion diagnostic agreement, prior to the Company’s potential future exercise of its opt-in right under the Eisai collaboration, will not be reflected in the Company’s consolidated statements of operations and comprehensive (loss) income. If the Company exercises its opt-in right to co-develop, co-commercialize and share profits in the United States as to EPZ-6438, Eisai will be entitled to offset up to 25.0% of the funding amount it has previously paid to Roche against future milestone payments and royalties that Eisai may be obligated to pay to the Company under the Eisai collaboration and license agreement, and the Company will become obligated to fund up to half of the defined milestones that remain payable to Roche as of the time the Company opts-in. |
Abbott |
In February 2013, the Company entered into an agreement with Abbott Molecular Inc. (“Abbott”) under which the Company agreed to fund Abbott’s development of a companion diagnostic to identify patients with the mixed lineage leukemia (“MLL-r”) genetic alteration targeted by the Company’s EPZ-5676 product candidate. Under the terms of the agreement, the Company paid Abbott an upfront payment of $0.9 million upon the execution of the agreement, is obligated to make aggregate milestone-based development payments of up to $6.0 million and is obligated to reimburse Abbott for specified costs expected to be incurred in connection with Abbott conducting clinical trials to obtain the necessary regulatory approvals for the companion diagnostic (the “reimbursable costs”). The reimbursable costs are not to exceed $0.9 million unless any excess costs are agreed to in advance by both the Company and Abbott. In addition to the upfront payment, the Company expects to pay an aggregate of approximately $1.5 million in milestone-base development payments under this agreement during 2013. |