License and Royalty Revenue | 7. License and Royalty Revenue As of September 30, 2020, 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 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 September 30, 2020, 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 $213.4 million, including (i) $0.3 million upon the submission of preclinical regulatory filings, (ii) $26.6 million upon the commencement of various stages of clinical trials, (iii) $26.0 million upon the submission of regulatory approval filings, (iv) $103.5 million upon the approval of commercial products by regulatory agencies and (v) $57.0 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. Accounts Receivable, Contract Assets and Deferred Revenue The following table presents changes in the balances of the Company’s receivables, contract assets and deferred revenue, as well as other information regarding revenue recognized during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Accounts receivable, current and non-current: Balance, beginning of period $ 46,494 $ 33,634 $ 42,303 $ 31,599 Additions 100,243 15,526 137,220 26,575 Deductions (21,057 ) (5,640 ) (53,843 ) (14,654 ) Balance, end of period $ 125,680 $ 43,520 $ 125,680 $ 43,520 Contract assets: Balance, beginning of period $ 350 $ — $ — $ 750 Additions — — 350 1,000 Deductions — — — (1,750 ) Balance, end of period $ 350 $ — $ 350 $ — Deferred revenue, current and non-current: Balance, beginning of period $ 4,457 $ 3,333 $ 3,333 $ 3,933 Additions — — 1,124 — Deductions (113 ) — (113 ) (600 ) Balance, end of period $ 4,344 $ 3,333 $ 4,344 $ 3,333 Revenue recognized during the period from: Amounts included in deferred revenue at beginning of period $ 113 $ — $ — $ 600 Performance obligations satisfied in previous periods $ 98,799 $ 10,072 $ 125,555 $ 15,037 Additions to accounts receivable during the periods presented consisted primarily of royalties on net sales of Zolgenmsa, billed and unbilled receivables recorded for the achievement of milestones by licensees during the period, receivables recorded related to new licenses granted by the Company, and interest income recognized related to significant financing components. Deductions to accounts receivable during the periods presented primarily consisted of amounts collected from licensees and increases in the allowance for credit losses. Additions to contract assets during the periods presented consisted of development milestones deemed probable of achievement by licensees during the periods. Deductions to contract assets during the periods presented consisted of the achievement of such milestones and billing of the associated milestone payments by the Company. Accounts receivable, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Current accounts receivable: Billed to customers $ 30,086 $ 376 Unbilled 99,708 37,772 Allowance for credit losses (7,678 ) — Current accounts receivable, net 122,116 38,148 Non-current accounts receivable: Unbilled 3,564 4,155 Allowance for credit losses — — Non-current accounts receivable, net 3,564 4,155 Total accounts receivable, net $ 125,680 $ 42,303 The following table presents the changes in the allowance for credit losses related to accounts receivable and contract assets for the nine months ended September 30, 2020 (in thousands): Accounts Receivable Contract Assets Balance at December 31, 2019 $ — $ — Provision for credit losses 7,678 — Write-offs — — Balance at September 30, 2020 $ 7,678 $ — The Company’s allowance for credit losses as of September 30, 2020 was related solely to accounts receivable from Abeona Therapeutics Inc. (Abeona). Please refer to the section below, Abeona Therapeutics Inc., for further information regarding amounts due from Abeona and the associated allowance for credit losses. The Company’s provision for credit losses for the three and nine months ended September 30, 2020 was $7.7 million and was related solely to changes in estimates regarding the allowance for credit losses associated with the accounts receivable from Abeona. No provision for credit losses was recorded for the three or nine months ended September 30, 2019. As of September 30, 2020, the Company had recorded deferred revenue of $4.3 million which represents consideration received from licensees for performance obligations that have not yet been satisfied by the Company. Unsatisfied performance obligations consist of (i) options granted to licensees that provide material rights to the licensee to acquire additional licenses from the Company, which will be satisfied upon the exercise or expiration of the options and (ii) 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. Revenue recognized from performance obligations satisfied in previous periods was primarily attributable to royalty and sublicense revenues as well as changes in transaction prices of the Company’s license agreements during the periods. 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. AveXis March 2014 License In March 2014, the Company entered into an exclusive license agreement, as amended in January 2018 (the March 2014 License) with AveXis, Inc. (AveXis). Under the March 2014 License, the Company granted AveXis 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. AveXis launched commercial sales of Zolgensma, a licensed product under the March 2014 License, in the second quarter of 2019, upon which the Company began recognizing royalty revenue on net sales of the licensed product. Pursuant to the March 2014 License, AveXis was obligated to pay a sales-based milestone fee of $80.0 million to the Company upon the achievement of $1.0 billion in cumulative net sales of licensed products. AveXis achieved cumulative net sales of Zolgensma of $1.0 billion in third quarter of 2020, upon which the Company recognized revenue of $80.0 million related to the sales-based milestone fee. The $80.0 milestone fee was recorded as accounts receivable as of September 30, 2020, and the Company received payment of the $80.0 million milestone fee from AveXis in October 2020. The Company recognized the following amounts under the March 2014 License with AveXis (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 License revenue $ — $ — $ 3,500 $ 3,500 Royalties on net sales of Zolgensma 18,799 9,182 40,723 10,106 Achievement of sales-based milestone for Zolgensma 80,000 — 80,000 — Total license and royalty revenue $ 98,799 $ 9,182 $ 124,223 $ 13,606 Interest income from licensing $ 6 $ 7 $ 20 $ 22 As of September 30, 2020, the Company had recorded total accounts receivable of $98.9 million from AveXis under the March 2014 License, of which $98.8 million were included in current assets and $0.1 million were included in non-current assets. As of December 31, 2019, the Company had recorded total accounts receivable of $11.0 million from AveXis under the March 2014 License, of which $10.8 million were included in current assets and $0.2 million were included in non-current assets. Abeona Therapeutics Inc. In November 2018, the Company entered into a license agreement with Abeona, as amended in November 2019 (the November 2018 License), for the development and commercialization of various diseases using the NAV Technology Platform. Pursuant to the November 2018 License, Abeona was required to pay a license fee of $8.0 million to the Company no later than April 1, 2020. Abeona failed to make this payment, and in April 2020, the Company delivered to Abeona a notice of its breach of the license agreement and written demand for payment. Upon expiration of the applicable cure period in May 2020, the license agreement was terminated. As a result of the termination, Abeona was required to pay a $20.0 million license fee to the Company within 15 days of the termination date, which otherwise would have been due to the Company in November 2020. As of October 30, 2020, the Company had not received any portion of the $28.0 million in license fees due from Abeona under the license agreement. Unpaid balances due under the November 2018 License accrue interest at 1.5% per month. During the three and nine months ended September 30, 2020, the Company recognized interest income from licensing of $1.3 million and $2.1 million, respectively, related to the unpaid license fees from Abeona under the November 2018 License. Total accounts receivable from Abeona recorded as of September 30, 2020 was $30.1 million, consisting of the unpaid license fees and associated accrued interest. In May 2020, subsequent to the termination of the November 2018 License, Abeona filed a claim in arbitration alleging that the Company had breached certain responsibilities to communicate with Abeona regarding the Company’s prosecution of licensed patents under the November 2018 License. The Company disputes Abeona’s claim and has filed a counterclaim in arbitration demanding payment of the $28.0 million of unpaid fees from Abeona, plus accrued interest. Based on its evaluation of the merits of Abeona’s claims, the Company had not recorded any liabilities related these claims as of September 30, 2020, and the Company currently expects that its demand for payment in full will be upheld in arbitration. The Company intends to enforce the full collection of all amounts due from Abeona upon completion of arbitration, which is currently scheduled to occur in March 2021. However, the duration and outcome of arbitration and timing of payment from Abeona are unpredictable and uncertain at this time. While the Company currently expects its demand for payment in full will be upheld in arbitration, the Company assessed the collectability of the $30.1 million due from Abeona as of September 30, 2020 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 this obligation upon the completion of arbitration in 2021. Additionally, the Company considered Abeona’s continued failure to remit payment to the Company, as well as events which occurred during the three months ended September 30, 2020 impacting Abeona’s business and credit profile, specifically the departure of key members of Abeona’s management and board of directors and subsequent decline in market capitalization. As a result of this analysis, the Company recorded an allowance for credit losses of $7.7 million as of September 30, 2020 related to the accounts receivable due from Abeona. However, management intends to enforce the full collection of all amounts due from Abeona upon the completion of arbitration. In accordance with the Company’s interest accrual policy, the Company will cease the recognition of interest income accrued under the license agreement subsequent to the recognition of the allowance for credit losses unless and until such amounts are deemed to be collectable. |