License and Collaboration Agreements | 8. License and Collaboration Agreements License and Royalty Revenue As of March 31, 2023 , the Company’s NAV Technology Platform was being applied by NAV Technology Licensees in one commercially available product, Zolgensma, and in the development of a number of licensed products. Additionally, the Company has licensed intellectual property rights to collaborators for the joint development of certain product candidates. Consideration to the Company under its license agreements may include: (i) up-front and annual fees, (ii) milestone payments based on the achievement of certain development and sales-based milestones, (iii) sublicense fees, (iv) royalties on sales of licensed products and (v) other consideration payable upon optional goods and services purchased by licensees. Sublicense fees vary by license and range from a mid-single digit percentage to a low-double digit percentage of license fees received by licensees as a result of sublicenses. Royalties on net sales of commercialized products vary by license and range from a mid-single digit percentage to a low double-digit percentage of net sales by licensees. License and royalty revenue consisted of the following (in thousands): Three Months Ended March 31, 2023 2022 Zolgensma royalties $ 16,125 $ 21,539 Other license and royalty revenue 3,013 679 Total license and royalty revenue $ 19,138 $ 22,218 Outstanding development milestone payments are evaluated each reporting period and are only included in the transaction price of each license and recognized as license revenue to the extent the milestones are considered probable of achievement. Sales-based milestones are excluded from the transaction price of each license agreement and recognized as royalty revenue in the period of achievement. As of March 31, 2023, the Company’s license agreements, excluding additional licenses that could be granted upon the exercise of options by licensees, contained unachieved milestones which could result in aggregate milestone payments to the Company of up to $ 1.56 billion, including (i) $ 537.8 million upon the commencement of various stages of clinical trials, (ii) $ 17.0 million upon the submission of regulatory approval filings, (iii) $ 133.0 million upon the approval of commercial products by regulatory agencies and (iv) $ 875.0 million upon the achievement of specified sales targets for licensed products, including milestones payable upon the first commercial sales of licensed products. To the extent the milestone payments are realized by the Company, the Company will be obligated to pay sublicense fees to licensors based on a specified percentage of the fees earned by the Company. The achievement of these milestones is highly dependent on the successful development and commercialization of licensed products and it is at least reasonably possible that some or all of the milestone fees will not be realized by the Company. Changes in Accounts Receivable, Contract Assets and Deferred Revenue The following table presents the balances of the Company’s net accounts receivable, contract assets and deferred revenue, as well as other information regarding revenue recognized during the periods presented (in thousands): Three Months Ended March 31, 2023 2022 Accounts receivable, net, current and non-current: Beginning of period $ 29,586 $ 34,701 End of period $ 20,161 $ 29,106 Contract assets: Beginning of period $ — $ 1,074 End of period $ 2,000 $ 1,126 Deferred revenue, current and non-current: Beginning of period $ 1,829 $ 3,333 End of period $ 1,311 $ 3,333 Revenue recognized during the period from: Amounts included in deferred revenue at beginning of period $ 930 $ — Performance obligations satisfied in previous periods $ 18,132 $ 21,541 Contract assets as of March 31, 2023 are included in other current assets on the consolidated balance sheet. The Company did no t record any contract assets as of December 31, 2022. As of March 31, 2023, the Company had recorded deferred revenue of $ 1.3 million which represents consideration received or unconditionally due from licensees for performance obligations that have not yet been satisfied by the Company. Unsatisfied performance obligations as of March 31, 2023 consisted of research and development services to be performed by the Company related to licensed products, which will be satisfied as the research and development services are performed. As of March 31, 2023, the aggregate transaction price of the Company’s license agreements allocated to performance obligations not yet satisfied, or partially satisfied, was $ 2.7 million, which is expected to be satisfied over a period of approximately two years . Revenue recognized from performance obligations satisfied in previous periods, as presented in the table above, was primarily attributable to Zolgensma royalties and changes in the transaction prices of the Company’s license agreements. Changes in transaction prices were primarily attributable to development milestones achieved or deemed probable of achievement during the periods which were previously not considered probable of achievement, resulting in a cumulative catch-up adjustment to revenue. Revenue recognized during the three months ended March 31, 2023 and 2022 resulting from performance obligations satisfied in previous periods included $ 2.0 million and zero , respectively, in cumulative catch-up adjustments for changes in the probability of achievement of development milestones. Accounts Receivable, Contract Assets and the Allowance for Credit Losses Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Current accounts receivable: Billed to customers $ 250 $ 280 Unbilled Zolgensma royalties 17,809 27,027 Other unbilled 802 775 Allowance for credit losses — — Current accounts receivable, net 18,861 28,082 Non-current accounts receivable: Due from Abeona, net of present value discount 4,256 4,152 Other unbilled 1,300 1,504 Allowance for credit losses ( 4,256 ) ( 4,152 ) Non-current accounts receivable, net 1,300 1,504 Total accounts receivable, net $ 20,161 $ 29,586 The following table presents the changes in the allowance for credit losses related to accounts receivable and contract assets for the three months ended March 31, 2023 (in thousands): Allowance for Credit Losses Accounts Receivable Contract Assets Balance at December 31, 2022 $ 4,152 $ — Changes in present value discount of receivables 104 — Balance at March 31, 2023 $ 4,256 $ — The Company’s allowance for credit losses as of March 31, 2023 and December 31, 2022 was related solely to accounts receivable from Abeona Therapeutics Inc. (Abeona). Please refer to the section below, Settlement Agreement with Abeona Therapeutics, for further information regarding amounts due from Abeona and the associated allowance for credit losses. The Company did no t record a provision for credit losses for the three months ended March 31, 2023 and 2022. Zolgensma License with Novartis Gene Therapies In March 2014, the Company entered into an exclusive license agreement (as amended, the Novartis License) with Novartis Gene Therapies (formerly AveXis, Inc.). Under the Novartis License, the Company granted Novartis Gene Therapies an exclusive, worldwide commercial license, with rights to sublicense, to the NAV Technology Platform, as well as other certain rights, for the treatment of spinal muscular atrophy (SMA) in humans by in vivo gene therapy. In 2019, Novartis Gene Therapies launched commercial sales of Zolgensma, a licensed product under the Novartis License. In accordance with the Novartis License, the Company recognizes royalty revenue on net sales of Zolgensma. The Company recognized the following amounts under the Novartis License (in thousands): Three Months Ended March 31, 2023 2022 Zolgensma royalties $ 16,125 $ 21,539 Total license and royalty revenue $ 16,125 $ 21,539 Interest income from licensing $ 8 $ 5 As of March 31, 2023 and December 31, 2022, the Company had recorded total accounts receivable of $ 18.0 million and $ 27.3 million, respectively, from Novartis Gene Therapies under the Novartis License, which consisted primarily of Zolgensma royalties receivable. The Zolgensma royalties receivable recorded as of March 31, 2023 included $ 13.0 million expected to be paid to HCR in accordance with the Royalty Purchase Agreement discussed in Note 6. The Company recognizes royalty revenue from net sales of Zolgensma in the period in which the underlying products are sold by Novartis Gene Therapies, which in certain cases may require the Company to estimate royalty revenue for periods of net sales which have not yet been reported to the Company. Estimated royalties are reconciled to actual amounts reported in subsequent periods, and any differences are recognized as an adjustment to royalty revenue in the period the royalties are reported. Settlement Agreement with Abeona Therapeutics In November 2021, the Company entered into a settlement agreement and mutual release with Abeona (the Settlement Agreement) related to claims associated with a license agreement between the parties which was terminated in May 2020. The Settlement Agreement resolved all arbitration and legal proceedings and mutually released each party from any and all claims under the terminated license agreement. Pursuant to the Settlement Agreement, Abeona will pay the Company a total of $ 30.0 million as follows: (i) $ 20.0 million which was paid in November 2021, (ii) $ 5.0 which was paid in November 2022, and (iii) $ 5.0 million payable on the earlier of the third anniversary of the Settlement Agreement in November 2024 or the closing of a specified type of transaction by Abeona. As of March 31, 2023 and December 31, 2022, the Company had recorded gross, non-current accounts receivable of $ 4.3 million and $ 4.2 million, respectively, from Abeona under the Settlement Agreement. The gross accounts receivable of $ 4.3 million as of March 31, 2023 consisted of the $ 5.0 million payment due by November 2024, net of discount to present value. While the Company anticipates taking appropriate measures to enforce the full collection of all amounts due from Abeona under the Settlement Agreement, the Company assessed the collectability of the accounts receivable from Abeona as it relates to credit risk. In performing this assessment, the Company evaluated Abeona’s credit profile and financial condition, as well its expectations regarding Abeona’s future cash flows and ability to satisfy the contractual obligations of the Settlement Agreement. As a result of its analysis, the Company recorded an allowance for credit losses of $ 4.3 million and $ 4.2 million as of March 31, 2023 and December 31, 2022, respectively, related to the non-current accounts receivable due from Abeona. No provision for credit losses was recorded for the three months ended March 31, 2023 and 2022 related to the receivable from Abeona. The present value discount of the non-current accounts receivable from Abeona is accreted as interest income from licensing through the contractual due date using the effective interest method. The Company has elected to record increases in the allowance for credit losses associated with the accretion of the present value discount of the receivable as a reduction of the associated interest income, resulting in no interest income recognized during the periods related to the accretion of the present value discount on the non-current receivable from Abeona. Collaboration Agreements AbbVie Collaboration and License Agreement Effective in November 2021, the Company entered into a collaboration and license agreement with AbbVie Global Enterprises Ltd. (AbbVie), a subsidiary of AbbVie Inc., to jointly develop and commercialize ABBV-RGX-314, the Company’s product candidate for the treatment of wet age-related macular degeneration (wet AMD), diabetic retinopathy (DR) and other chronic retinal diseases (the AbbVie Collaboration Agreement). Pursuant to the AbbVie Collaboration Agreement, the Company granted AbbVie a co-exclusive license to develop and commercialize ABBV-RGX-314 in the United States and an exclusive license to develop and commercialize ABBV-RGX-314 outside the United States. The Company and AbbVie will collaborate to develop ABBV-RGX-314 in the United States, and AbbVie will be responsible for the development of ABBV-RGX-314 in specified markets outside the United States. Through December 31, 2022, the Company was responsible for the development expenses related to certain ongoing clinical trials of ABBV-RGX-314 and the parties shared the additional development expenses related to ABBV-RGX-314. Beginning on January 1, 2023, AbbVie is responsible for the majority of all ABBV-RGX-314 development expenses. The Company will lead the manufacturing of ABBV-RGX-314 for clinical development and U.S. commercial supply, and AbbVie will lead the manufacturing of ABBV-RGX-314 for commercial supply outside the United States. Manufacturing expenses will be allocated between the parties in accordance with the terms of the AbbVie Collaboration Agreement and supply agreements determined in accordance with the agreement. If requested by AbbVie, the Company will manufacture up to a specified portion of ABBV-RGX-314 for commercial supply outside the United States at a price specified in the agreement. AbbVie will lead the commercialization of ABBV-RGX-314 globally, and the Company will participate in U.S. commercialization efforts as provided under a commercialization plan determined in accordance with the agreement. The Company and AbbVie will share equally in the net profits and net losses associated with the commercialization of ABBV-RGX-314 in the United States. Outside the United States, AbbVie will be responsible, at its sole cost, for the commercialization of ABBV-RGX-314. In consideration for the rights granted under the AbbVie Collaboration Agreement, AbbVie paid the Company an up-front fee of $ 370.0 million upon the effective date of the agreement in November 2021 and is required to pay to the Company up to $ 1.38 billion upon the achievement of specified development and sales-based milestones, of which $ 562.5 million are based on development milestones and $ 820.0 million are sales-based milestones. AbbVie is also required to pay to the Company tiered royalties on net sales of ABBV-RGX-314 outside the United States at percentages in the mid-teens to low twenties, subject to specified offsets and reductions. The Company applied the requirements of Topic 606 to the AbbVie Collaboration Agreement for the units of account in which AbbVie was deemed to be a customer. The Company determined that there is only one material performance obligation under the agreement for the delivery of the intellectual property license to develop and commercialize ABBV-RGX-314 globally. The intellectual property licensed to AbbVie includes the rights to certain patents, data, know-how and other rights developed and owned by the Company, as well as other intellectual property rights exclusively licensed by the Company from various third parties. As of March 31, 2023 and December 31, 2022, the transaction price of the AbbVie Collaboration Agreement was $ 370.0 million, which consisted solely of the up-front payment received from AbbVie in November 2021. The $370.0 million transaction price was fully recognized as revenue upon the delivery of the license to AbbVie in November 2021. Variable consideration under the AbbVie Collaboration Agreement, which has been excluded from the transaction price, includes $ 562.5 million in payments for development milestones that have not yet been achieved and were not considered probable of achievement. Additionally, the transaction price excludes sales-based milestone payments of $ 820.0 million and royalties on net sales of ABBV-RGX-314 outside the United States. Development milestones will be added to the transaction price and recognized as revenue upon achievement, or if deemed probable of achievement. In accordance with the sale- or usage-based royalty exception under Topic 606, royalties on net sales and sales-based milestones will be recognized as revenue in the period the underlying sales occur or milestones are achieved. There were no changes in the transaction price of the AbbVie Collaboration Agreement, and no revenue was recognized, during the three months ended March 31, 2023 and 2022. The Company applied the requirements of Topic 808 to the AbbVie Collaboration Agreement for the units of account which were deemed to be a collaborative arrangement. Both the Company and AbbVie will perform various activities related to the development, manufacturing and commercialization of ABBV-RGX-314 in the United States. Development costs are shared between the parties in accordance with the terms of the AbbVie Collaboration Agreement, and the parties will share equally in the net profits and losses derived from sales of ABBV-RGX-314 in the United States. The Company accounts for payments to and from AbbVie for the sharing of development and commercialization costs in accordance with its accounting policy for collaborative arrangements. Amounts owed to AbbVie for the Company’s share of development costs or commercialization costs incurred by AbbVie are recorded as research and development expense or general and administrative expense, respectively, in the period the costs are incurred. Amounts owed to the Company for AbbVie’s share of development costs or commercialization costs incurred by the Company are recorded as a reduction of research and development expense or general and administrative expense, respectively, in the period the costs are incurred. At the end of each reporting period, the Company records a net amount due to or from AbbVie as a result of the cost-sharing arrangement. As of March 31, 2023 and December 31, 2022, the Company had recorded $ 18.2 million and $ 6.2 million, respectively, due from AbbVie for net reimbursement of costs incurred for activities performed under AbbVie Collaboration Agreement, which was included in other current assets on the consolidated balance sheets. The Company recognized the following amounts under the AbbVie Collaboration Agreement (in thousands): Three Months Ended March 31, 2023 2022 Net cost reimbursement to (from) AbbVie included in: Research and development expense $ ( 18,474 ) $ ( 2,882 ) General and administrative expense 142 ( 92 ) Total net cost reimbursement to (from) AbbVie $ ( 18,332 ) $ ( 2,974 ) |