Related Party Transactions | 12. Related Party Transactions The Trustees of the University of Pennsylvania On February 20, 2009, the Company entered into a license agreement, as amended, with Penn for exclusive, worldwide rights to certain patents owned by Penn. Under the terms of the agreement, in consideration for the license, the Company issued to Penn 24.5 percent of the then outstanding membership interest in the LLC on a fully diluted basis after issuance. The Company is obligated to pay Penn royalties on net sales and sublicense fees, if any. Additionally, the Company is obligated to reimburse Penn for certain costs incurred related to the maintenance of the licensed patents. Penn also provides manufacturing services and research and development services to the Company. Expenses incurred by the Company under its license from Penn, as well as for manufacturing and research and development for the three months ended September 30, 2014 and 2015, and the nine months ended September 30, 2014 and 2015, are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2014 2015 2014 2015 Sublicense fees $ — $ 107 $ 371 $ 264 Royalties on sales of reagents 5 2 16 8 Maintenance of licensed patents 33 29 191 118 Manufacturing of reagents for sale 5 40 87 80 Research and development services 142 2,493 624 5,136 $ 185 $ 2,671 $ 1,289 $ 5,606 Sublicense fees are included in licensing costs to related parties in the statements of operations. Royalties on sales of reagents and manufacturing of reagents for sale are included in costs of reagent sales in the statements of operations. Maintenance of licensed patents is included in general and administrative expenses in the statements of operations. Research and development services are included in research and development expenses in the statements of operations. As of December 31, 2014 and September 30, 2015, the Company had accrued $1,732 and $163, respectively, in expenses payable to Penn which are included in other related party payables on the balance sheets. As a result of various factors, including the dilution to the Company’s stockholders resulting from the sale and issuance of Series C Preferred Stock and Series D Preferred Stock, and the closing of the Company’s IPO on September 22, 2015, the Company no longer considers Penn to be a related party subsequent to the period ended September 30, 2015. GlaxoSmithKline LLC On March 6, 2009, the Company entered into a license agreement, as amended, with GSK for exclusive, worldwide rights to certain patents owned by Penn and exclusively licensed to GSK. Under the terms of the agreement, in consideration for the license the Company issued to GSK 19.9 percent of then outstanding membership interest in the LLC on a fully diluted basis after issuance. The Company is obligated to pay GSK royalties on net sales and sublicense fees, if any. Additionally, the Company is obligated to reimburse GSK for certain costs incurred and invoiced to the Company related to the maintenance of the licensed patents. The Company is obligated to pay GSK up to $1,650 upon the achievement of various milestones. As of September 30, 2015, no milestones have been achieved and accordingly no milestone payments were payable to GSK which are included in other related party payables on the balance sheets. Expenses incurred by the Company under its license from GSK for the three months ended September 30, 2014 and 2015, and the nine months ended September 30, 2014 and 2015, are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2014 2015 2014 2015 Sublicense fees $ — $ 107 $ 371 $ 264 Royalties on sales of reagents 3 1 10 5 Maintenance of licensed patents 108 57 324 474 $ 111 $ 165 $ 705 $ 743 Sublicense fees are included in licensing costs to related parties in the statements of operations. Royalties on sales of reagents are included in costs of reagent sales in the statements of operations. Maintenance of licensed patents is included in general and administrative expenses in the statements of operations. As of December 31, 2014 and September 30, 2015, the Company had accrued $2,028 and $186, respectively, payable to GSK under the license agreement. As a result of various factors, including the dilution to the Company’s stockholders resulting from the sale and issuance of Series C Preferred Stock and Series D Preferred Stock, and the closing of the Company’s IPO on September 22, 2015, the Company no longer considers GSK to be a related party subsequent to the period ended September 30, 2015. Dimension Therapeutics, Inc. On October 30, 2013, the Company granted an exclusive, sublicensable, worldwide commercial license to Dimension Therapeutics, Inc. (Dimension) for preclinical and clinical research and development and commercialization of drug therapies using the Company’s licensed patents for the treatment of hemophilia A and hemophilia B, as well as a one year option to obtain exclusive licenses for the commercialization of two other diseases to be elected by Dimension in the future. The agreement requires on-going annual maintenance fees of $35, for each indication elected by Dimension, beginning in October 2014. The agreement also requires Dimension to pay royalties on net sales, if any, to the Company at an amount intended to approximate the royalties that will be due by the Company to Penn and GSK on such sales. In consideration for the license granted, Dimension issued the Company, and various members, directors and executives of the Company, an aggregate total of 10,000 shares of its common stock. Of the 10,000 shares, a total of 10 shares were issued to the Company, with an estimated fair value of $3, which is included in cost method investments on the balance sheets. In addition to related parties of the Company holding common stock in Dimension as a result of the license agreement noted above, three of the Company’s board members served on the board of directors of Dimension on the effective the date of the license. Management has evaluated consolidation guidance under FASB ASC Topic 810, Consolidation In connection with the license agreement granted to Dimension, the Company entered into an arrangement with Penn and Dimension in which the Company helped coordinate and manage research and development activities performed by Penn on behalf of Dimension. Under the arrangement, Dimension reimbursed the Company at an amount equal to costs incurred and paid to Penn, and the Company retains rights to certain intellectual property discovered under the contracted research and development. Due to the uncertainty of any future intellectual property rights that may be discovered and retained by the Company, and because such intellectual property would have no future alternative use due to the stage of development of the drug therapies under development, the Company has not recognized any benefit from the arrangement as consideration paid by Dimension to the Company as a result of the license agreement. Management has evaluated the facts and circumstances of the arrangements with regards to ASC 605-45 Revenue Recognition-Principal Agent Considerations In September 2014, Dimension elected its third indication under the license agreement, and the license was amended to extend the term of the option to elect the fourth and final disease indication for an additional six months. In consideration for the extension of the option, Dimension paid an extension fee of $150. In January 2015, Dimension elected its fourth and final indication under the license. In March 2015, the Company entered into an option and license agreement with Dimension that grants Dimension options to commercial exclusive licenses for four new disease indications to be elected by Dimension in the future. If elected, each option carries an option fee of $1,000 payable to the Company upon exercise, and annual maintenance fees of $50. Additionally, for each option exercised, Dimension is obligated to pay the Company up to $9,000 upon achievement of various substantive milestones, as well as mid to upper-single digit percentage royalties on net sales of licensed products and mid-single digit to low-double digit percentage sublicense fees, if any. In May 2015, Dimension exercised its first option under the agreement and paid $1,000 to the Company. In August 2015, Dimension exercised its second option under the agreement and paid $1,000 to the Company. During the three months ended September 30, 2014 and 2015, the Company recognized $150 and $1,000, respectively, in license revenue from license agreements with Dimension. During the nine months ended September 30, 2014 and 2015 the Company recognized $150 and $2,000, respectively, in license revenue from license agreements with Dimension. During the year ended December 31, 2014, the Company received $200 from Dimension for the purchase of materials owned by the Company and used in the Company’s manufacturing process for research and development and clinical trials. The $200 is recognized as a gain on disposal of the material as the material is delivered to Dimension. For the three months ended September 30, 2014 and 2015, the Company recognized gains of $8 and $5, respectively, related to the delivery of purchased material. For the nine months ended September 30, 2014 and 2015, the Company recognized gains of $32 and $26, respectively, related to the delivery of purchased material. Gains resulting from the delivery of the purchased material to Dimension is included in other operating income in the statements of operations. As of December 31, 2014 and September 30, 2015, the Company recorded an advance payment liability of $153 and $127, respectively, for proceeds received for undelivered material. As of September 30, 2015, the Company does not have any overlapping board members with Dimension. Additionally, the Company’s directors and management do not have significant influence over Dimension. Accordingly, the Company no longer considers Dimension to be a related party subsequent to the period ended September 30, 2015. FoxKiser The Company was party to a services agreement, as amended from time to time, with FoxKiser, an affiliate of certain stockholders of the Company and affiliate of one current and one former member of the Board of Directors, which was terminated in January 2015. Under the agreement, the Company paid a fixed monthly fee plus an additional support fee, as determined by FoxKiser on a monthly basis, as consideration for office facilities, equipment, supplies, general management, accounting, financial management, human resources, legal, secretarial, regulatory compliance and other services provided to the Company. The amounts outstanding to FoxKiser under the services agreement in excess of 30 days from their due date accrued interest at 1.5 percent per month, compounding monthly. The Company allocates the service fees from FoxKiser between research and development and general and administrative expense. For the three months ended September 30, 2014 and 2015, and the nine months ended September 30, 2014 and 2015, costs incurred under the services agreement with FoxKiser were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2014 2015 2014 2015 Research and development $ 300 $ — $ 855 $ 168 General and administrative 399 — 1,134 237 $ 699 $ — $ 1,989 $ 405 As of December 31, 2014, the Company had recorded $1,423 payable to FoxKiser under the services agreement. As discussed in Note 6 and Note 8, amounts owed under the services agreement were converted into Series C Preferred Stock on January 13, 2015. In January 2015, the services agreement was terminated and the remaining amounts due to the FoxKiser under the agreement were paid in full in cash. The Company also entered into promissory notes with FoxKiser as discussed in Note 6. |