License and Royalty Revenue | 8. License and Royalty Revenue As of September 30, 2019, the Company’s NAV Technology Platform was being applied by NAV Technology Licensees in one commercial product, Zolgensma, and in the development of more than 20 product candidates. Consideration to the Company under its license agreements may include: (i) up-front and annual fees, (ii) option fees to acquire additional licenses, (iii) milestone payments based on the achievement of certain development and sales-based milestones by licensees, (iv) sublicense fees and (v) royalties on sales of licensed products. 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. Development milestone payments are only included in the transaction price of each license and recognized as license revenue to the extent they 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 September 30, 2019, 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 $20.1 million upon the commencement of various stages of clinical trials, $31.0 million upon the submission of regulatory approval filings, $96.0 million upon the approval of commercial products by regulatory agencies and $207.0 million upon the achievement of specified sales targets for 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 milestones by licensees 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. The following tables present changes in the balances of the Company’s receivables, contract assets and contract liabilities during the periods presented (in thousands): Balance at Beginning Net Additions Balance at of Period (Deductions) End of Period Three Months Ended September 30, 2019 Receivables and contract assets: Accounts receivable, current and non-current $ 33,634 $ 9,886 $ 43,520 Contract assets $ — $ — $ — Contract liabilities: Deferred revenue, current and non-current $ 3,333 $ — $ 3,333 Balance at Beginning Net Additions Balance at of Period (Deductions) End of Period Nine Months Ended September 30, 2019 Receivables and contract assets: Accounts receivable, current and non-current $ 31,599 $ 11,921 $ 43,520 Contract assets $ 750 $ (750 ) $ — Contract liabilities: Deferred revenue, current and non-current $ 3,933 $ (600 ) $ 3,333 Balance at Beginning Net Additions Balance at of Period (Deductions) End of Period Three Months Ended September 30, 2018 Receivables and contract assets: Accounts receivable, current and non-current $ 5,224 $ 2,002 $ 7,226 Contract assets $ — $ 2,000 $ 2,000 Contract liabilities: Deferred revenue, current and non-current $ 600 $ — $ 600 Balance at Beginning Net Additions Balance at of Period (Deductions) End of Period Nine Months Ended September 30, 2018 Receivables and contract assets: Accounts receivable, current and non-current $ 5,850 $ 1,376 $ 7,226 Contract assets $ 350 $ 1,650 $ 2,000 Contract liabilities: Deferred revenue, current and non-current $ — $ 600 $ 600 The net increases in accounts receivable during the three and nine months ended September 30, 2019 were primarily attributable to royalties on net sales of Zolgensma, which commenced in the second quarter of 2019. During the three and nine months ended September 2019, the Company recognized royalty revenue of $9.2 million and $10.1 million, respectively, related to net sales of Zolgensma. As of September 30, 2019, the Company had recorded accounts receivable of $9.2 million related to Zolgensma royalties. As of September 30, 2019, the Company had recorded deferred revenue, current and non-current, of $3.3 million which represents consideration received from licensees for performance obligations that have not yet been satisfied by the Company. Unsatisfied performance obligations consist of options granted to licensees that provide material rights to the licensee to acquire additional licenses from the Company. These performance obligations will be satisfied, and underlying revenue will be recognized, upon the exercise or expiration of the options. During the three and nine months ended September 30, 2019, the Company recognized zero million and $0.6 million, respectively, of license revenue that was included in deferred revenue at the beginning of the period as a result of options exercised by licensees during the period. The Company did not recognize any license revenue during the three and nine months ended September 30, 2018 that was included in deferred revenue at the beginning of the period. During the three and nine months ended September 30, 2019, the Company recognized license revenue of $0.9 million and $4.6 million, respectively, from licenses delivered to licensees in prior periods as a result of changes in the transaction prices of its license agreements. Changes in the transaction prices during the three and nine months ended September 30, 2019 were primarily attributable to development milestones achieved or deemed probable of achievement during the period that were previously not considered probable of achievement. During the three and nine months ended September 30, 2018, the Company recognized license revenue of $4.1 million and $4.2 million, respectively, from licenses delivered to licensees in prior periods as a result of changes in the transaction prices of its license agreements. Changes in the transaction prices during the three and nine months ended September 30, 2018 were primarily attributable to development milestones achieved or deemed probable of achievement during the period that were previously not considered probable of achievement . Changes in the transaction price exclude revenue recognized from sublicense fees and royalties on sales of licensed products, which are excluded from the transaction price and recognized as revenue in the period that the underlying sales or sublicenses occur. As of September 30, 2019, the Company had recorded total current and non-current accounts receivable of $43.5 million, of which $1.2 million had been billed to customers and $42.4 million was billable to customers in future periods. As of December 31, 2018, the Company had recorded total current and non-current accounts receivable of $31.6 million, of which $0.4 million had been billed to customers and $31.2 million was billable to customers in future periods. Accounts receivable, current and non-current, as of September 30, 2019 and December 31, 2018 included $28.0 million and $26.0 million, respectively, related to the November 2018 license agreement with Abeona Therapeutics Inc. for the development and commercialization of treatments for various diseases. The Company believes that it is not exposed to significant credit risk related to accounts receivable due to the credit quality and history of collections from its significant customers. The Company is unaware of any concentrations of credit risk related to accounts receivable from significant customers with deteriorated credit quality. As of September 30, 2019 and December 31, 2018, the Company had not recognized any impairment losses on its receivables or contract assets from contracts with customers and no allowance for doubtful accounts was recorded. AveXis March 2014 License and January 2018 Amendment In March 2014, the Company entered into an exclusive license agreement (the March 2014 License) with AveXis. Under the license, the Company granted AveXis an exclusive, worldwide commercial license, with rights to sublicense, to the NAV AAV9 vector for the treatment of SMA in humans by in vivo gene therapy. mid-single to low double-digit royalties on net sales of licensed products, I n January 2018, the Company and AveXis amended the March 2014 License (the January 2018 Amendment). Under the January 2018 Amendment, the licensed intellectual property was expanded to include, in addition to the NAV AAV9 vector previously licensed, sublicenses to other third-party patents exclusively licensed by the Company as well as any other recombinant AAV vector in the Company’s intellectual property portfolio during a period of 14 years from the effective date of the January 2018 Amendment, for the treatment of SMA in humans by in vivo gene therapy. The Company may also, in its sole discretion, provide specified collaborative services to AveXis as specified in the January 2018 Amendment. The January 2018 Amendment also modified the assignment provision of the March 2014 License. Under the amended assignment provision, AveXis was permitted to transfer the March 2014 License, as amended, without the Company’s consent in connection with a change of control of AveXis, subject to certain conditions. Under the original March 2014 License, any assignment by AveXis without the Company’s prior written consent had been prohibited. In consideration for the additional rights granted under the January 2018 Amendment, and in addition to any consideration owed under the original March 2014 License, AveXis paid to the Company a fee of $80.0 million upon entry into the January 2018 Amendment. In addition, AveXis was obligated to pay the Company (i) $30.0 million on the first anniversary of the effective date of the January 2018 Amendment, (ii) $30.0 million on the second anniversary of the effective date of the January 2018 Amendment and (iii) potential sales-based milestone payments of up to $120.0 million. In the event of a change of control of AveXis, to the extent that any fee described in (i) or (ii) above, or the first $40.0 million of sales-based milestone payments described in (iii) above, had not yet been paid to the Company, AveXis was required to pay any such unpaid fee to the Company upon the change of control. For any product developed for the treatment of SMA using the NAV AAV9 vector, AveXis will continue to be obligated to pay to the Company mid-single to low double-digit royalties on net sales as required by the March 2014 License, and for any product developed for the treatment of SMA using a licensed vector other than NAV AAV9, the Company will receive a low double-digit royalty on net sales. In May 2018, AveXis was acquired by Novartis, which qualified as a change of control of AveXis under the January 2018 Amendment. Pursuant to the January 2018 Amendment, AveXis paid the Company $100.0 million in accelerated license payments as a result of the change of control. In May 2019, the U.S. Food and Drug Administration (the FDA) approved Zolgensma for marketing in the United States, which is a licensed product under the March 2014 License, as amended, with AveXis. Upon its commercial launch in the second quarter of 2019, the Company began recognizing royalty revenue on net sales of Zolgensma. Accounting Analysis The January 2018 Amendment was accounted for under Topic 606 as a modification of the license agreement resulting in a new and separate contract from the original March 2014 License for revenue recognition purposes. The Company determined that a substantive termination penalty is associated with AveXis’ termination rights under the amended license agreement, and therefore the contract term for revenue recognition purposes is equal to the stated term of the license. The only material performance obligation of the Company under the January 2018 Amendment is for the delivery of the modified license, which occurred upon the execution of the amendment in January 2018. As of September 30, 2019, the transaction price of the original March 2014 License was $11.0 million. The transaction price includes (i) the up-front payment in March 2014 of $2.0 million, (ii) the present value of aggregate annual fees payable to the Company over the term of the license and (iii) payments for development milestones achieved to date or which are deemed probable of achievement. The discounted portion of the annual fees represents the financing benefit provided to AveXis and is recognized as interest income from licensing over the term of the license. Variable consideration under the original March 2014 License, which has been excluded from the transaction price, includes $3.5 million in payments for remaining development milestones that had not yet been achieved and were not considered probable of achievement, as well as any potential sublicense fees or royalties on sales of licensed products, which will be recognized in the period of the underlying sales or sublicenses. The transaction price of the original March 2014 License increased by $3.5 million during the nine months ended September 30, 2019 as a result of development milestones achieved during the period which were previously excluded from the transaction price. Upon its execution, the transaction price of the January 2018 Amendment was $132.1 million, which was fully recognized as license revenue upon the delivery of the modified license in January 2018. In May 2018, as a result of the acquisition of AveXis by Novartis, the transaction price was increased by $40.0 million to account for the acceleration of the sale-based milestone which was previously excluded from the transaction price. The $40.0 million increase in the transaction price was recognized as license revenue upon the completion of the change of control in May 2018 since the amended license had been fully delivered to AveXis. Additionally, due to the acceleration of the two $30.0 million payments originally due in January 2019 and January 2020, the Company recognized $6.1 million of interest income from licensing upon the completion of the change of control of AveXis, which represents the remaining present value discount on such payments as of the date of the change of control. As of September 30, 2019, the transaction price of the January 2018 Amendment was $172.1 million, which includes: (i) the $80.0 million payment in January 2018, (ii) the present value, as of the date of the January 2018 Amendment, of the two $30.0 million payments originally due in January 2019 and January 2020 and (iii) the $40.0 million sales-based milestone which was accelerated upon the change of control in May 2018. Variable consideration under the January 2018 Amendment, which has been excluded from the transaction price, includes the remaining sales-based milestone payment of $80.0 million, as well as any potential sublicense fees or royalties on sales of licensed products, which will be recognized in the period of the underlying sales or sublicenses . There were no increases in the transaction price of the January 2018 Amendment during the nine months ended September 30, 2019. The Company recognized the following amounts under the March 2014 License with AveXis, as amended, which include amounts from both the original March 2014 License and the January 2018 Amendment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 License revenue $ — $ 4,000 $ 3,500 $ 176,066 Zolgensma royalty revenue 9,182 — 10,106 — Total license and royalty revenue $ 9,182 $ 4,000 $ 13,606 $ 176,066 Interest income from licensing $ 7 $ 8 $ 22 $ 7,958 As of September 30, 2019, the Company had recorded $9.4 million of accounts receivable from AveXis under the March 2014 License, as amended, of which $9.2 million were included in current assets and $0.2 million were included in non-current assets. As of December 31, 2018, the Company had recorded $0.2 million of accounts receivable from AveXis under the March 2014 License, as amended, of which less than $0.1 million were included in current assets and $0.2 million were included in non-current assets. |