License and Royalty Revenue | 10. License and Royalty Revenue As of December 31, 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. 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 December 31, 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 $213.1 million, including (i) $26.6 million upon the commencement of various stages of clinical trials, (iii) $26.0 million upon the submission of regulatory approval filings, (iii) $103.5 million upon the approval of commercial products by regulatory agencies and (iv) $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. Changes in Accounts Receivable, Contract Assets and Deferred Revenue The following table presents changes in 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): Years Ended December 31, 2020 2019 2018 Accounts receivable, current and non-current: Balance, beginning of period $ 42,303 $ 31,599 $ 5,850 Additions 158,682 39,203 231,154 Deductions (154,719 ) (28,499 ) (205,405 ) Balance, end of period $ 46,266 $ 42,303 $ 31,599 Contract assets: Balance, beginning of period $ — $ 750 $ 350 Additions 350 1,000 3,000 Deductions — (1,750 ) (2,600 ) Balance, end of period $ 350 $ — $ 750 Deferred revenue, current and non-current: Balance, beginning of period $ 3,333 $ 3,933 $ — Additions 1,124 — 3,933 Deductions (225 ) (600 ) — Balance, end of period $ 4,232 $ 3,333 $ 3,933 Revenue recognized during the period from: Amounts included in deferred revenue at beginning of period $ — $ 600 $ — Performance obligations satisfied in previous periods $ 146,772 $ 26,689 $ 5,348 Additions to accounts receivable during the periods presented consisted primarily of receivables recorded related to royalties on net sales of Zolgenmsa, new licenses granted by the Company and the achievement of milestones by licensees during the period, as well as interest income from licensing recognized during the period. Deductions to accounts receivable during the periods presented consisted primarily of amounts collected from licensees and increases in the allowance for credit losses, as discussed further below. 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. As of December 31, 2020, the Company had recorded deferred revenue of $4.2 million which represents consideration received from licensees for performance obligations that have not yet been satisfied by the Company. Unsatisfied performance obligations consisted 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 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. Accounts Receivable, Contract Assets and the Allowance for Credit Losses Accounts receivable, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Current accounts receivable: Billed to customers $ 30,573 $ 376 Unbilled 20,104 37,772 Allowance for credit losses (7,678 ) — Current accounts receivable, net 42,999 38,148 Non-current accounts receivable: Unbilled 3,267 4,155 Allowance for credit losses — — Non-current accounts receivable, net 3,267 4,155 Total accounts receivable, net $ 46,266 $ 42,303 The following table presents the changes in the allowance for credit losses related to accounts receivable and contract assets for the year ended December 31, 2020 (in thousands): Accounts Receivable Contract Assets Balance at December 31, 2019 $ — $ — Provision for credit losses 7,678 — Write-offs — — Balance at December 31, 2020 $ 7,678 $ — The Company’s allowance for credit losses as of December 31, 2020 was related solely to accounts receivable from 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 year ended December 31, 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 allowance for credit losses was recorded as of December 31, 2019, and no provision for credit losses was recorded for the years ended December 31, 2019 and 2018. Novartis Gene Therapies In March 2014, the Company entered into an exclusive license agreement, as amended, (the March 2014 License) with Novartis Gene Therapies (formerly AveXis, Inc.). Under the March 2014 License, the Company granted Novartis Gene Therapies an exclusive, worldwide commercial license, with rights to sublicense, to the NAV AAV9 vector for the treatment of SMA in humans by in vivo In January 2018, the Company and Novartis Gene Therapies 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 and 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 The January 2018 Amendment also modified the assignment provision of the March 2014 License. Under the amended assignment provision, Novartis Gene Therapies was permitted to transfer the March 2014 License without the Company’s written consent in connection with a change of control of Novartis Gene Therapies, subject to certain conditions. Prior to the January 2018 Amendment, any assignment by Novartis Gene Therapies without the Company’s prior written consent had been prohibited under the March 2014 License. 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, Novartis Gene Therapies paid to the Company a fee of $80.0 million upon entry into the January 2018 Amendment. In addition, Novartis Gene Therapies 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 Novartis Gene Therapies , 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, Novartis Gene Therapies 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, Novartis Gene Therapies 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, Inc. (now Novartis Gene Therapies) was acquired by Novartis, which Novartis Gene Therapies 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. In accordance with the license agreement, Novartis Gene Therapies 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. Novartis Gene Therapies 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, and the Company received payment of the $80.0 million milestone fee in October 2020. 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 Novartis Gene Therapies’ termination rights under both the original March 2014 License and the January 2018 Amendment, and therefore the contract term for revenue recognition purposes is equal to the stated term of the amended license agreement. The only material performance obligation of the Company under the January 2018 Amendment was for the delivery of the modified license, which occurred upon the execution of the amendment in January 2018. As of December 31, 2020, the transaction price of the original March 2014 License was $14.5 million. The transaction price included: (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) $12.3 million of payments for development milestones achieved to date. The discounted portion of the annual fees represents the financing benefit provided to Novartis Gene Therapies 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 royalties on net sales of licensed products and any potential sublicense fees, if any, 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 year ended December 31, 2020 as a result of development milestones achieved during the period which were previously excluded from the transaction price. As of December 31, 2020, all development milestones under the March 2014 License had been achieved and associated milestone payments had been received from Novartis Gene Therapies. 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, Inc. (now Novartis Gene Therapies) 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 by the Company. 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, Inc., which represented the remaining present value discount on such payments as of the date of the change of control. As of December 31, 2020, the transaction price of the January 2018 Amendment was $172.1 million, which included: (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 $80.0 million sales-based milestone received in 2020 upon Novartis Gene Therapies’ achievement of $1.0 billion in cumulative net sales of Zolgensma, royalties on net sales of licensed products and any potential sublicense fees, if any, 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 year ended December 31, 2020. As of December 31, 2020, all sales-based milestones under the January 2018 Amendment had been achieved and associated milestone payments had been received from Novartis Gene Therapies. The Company recognized the following amounts under the March 2014 License with Novartis Gene Therapies (in thousands): Years Ended December 31, 2020 2019 2018 License revenue $ 3,500 $ 3,500 $ 176,066 Royalties on net sales of Zolgensma 61,631 20,829 — Achievement of sales-based milestone for Zolgensma 80,000 — — Total license and royalty revenue $ 145,131 $ 24,329 $ 176,066 Interest income from licensing $ 26 $ 29 $ 7,966 As of December 31, 2020, the Company had recorded total accounts receivable of $19.6 million from Novartis Gene Therapies under the March 2014 License, of which $19.4 million were included in current assets and $0.2 million were included in non-current assets. As of December 31, 2019, the Company had recorded total accounts receivable of $11.0 million from Novartis Gene Therapies 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. Current accounts receivable as of December 31, 2020 included unbilled Zolgensma royalties of $19.4 million, of which $9.2 million is expected to be paid to HCR in accordance with the Royalty Purchase Agreement discussed in Note 7. Abeona Therapeutics Inc. In November 2018, the Company entered into an exclusive license agreement, as amended, (the November 2018 License) with Abeona. Under the November 2018 License, the Company granted Abeona an exclusive, worldwide commercial license (subject to certain non-exclusive rights previously granted by the Company), with rights to sublicense, to the NAV AAV9 vector for the treatment of Mucopolysaccharidosis Type IIIA (MPS IIIA), also known as Sanfilippo Syndrome Type A, Mucopolysaccharidosis Type IIIB (MPS IIIB), also known as Sanfilippo Syndrome Type B, Neuronal Ceroid Lipfuscinosis-1 (CLN1 disease), also known as infantile Batten Disease, and Neuronal Ceroid Lipfuscinosis-3 (CLN3 disease), also known as juvenile Batten Disease, by in vivo In November 2019, the November 2018 License was amended to increase the total amount of license fees payable to the Company by $1.0 million and modify the timing of the first required annual payment under the license agreement. In consideration for the license, as amended, Abeona was obligated to pay up-front and annual fees to the Company totaling up to $121.0 million, payable as follows: (i) $10.0 million upon the execution of the license agreement, (ii) $3.0 million within 12 months of the effective date of the license agreement, (iii) $8.0 million by April 1, 2020 and (iv) $100.0 million payable in five annual installments of $20.0 million beginning on the second anniversary of the effective date of the license agreement, which were subject to reduction should Abeona terminate some but not all of the licensed indications. Pursuant to the license agreement, any unpaid portion of the first $41.0 million of up-front and annual fees described above shall become payable upon termination of the license agreement. In the event of a change of control of Abeona, any remaining unpaid portion of the $121.0 million of up-front and annual fees described above shall become payable upon the change of control. Additionally, Abeona was obligated to pay the Company up to $60.0 million upon the achievement of specified sales-based milestones, low double-digit royalties on net sales of licensed products, subject to reduction in specified circumstances, and a lower mid-double-digit percentage of any sublicense fees Abeona receives from sublicensees for the licensed intellectual property rights. Termination and Arbitration Proceedings 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 February 25, 2021, 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. 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 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 December 31, 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. Accounting Analysis The Company determined that the November 2018 License had an initial contract term of three years for revenue recognition purposes due to the lack of a substantive termination penalty for license periods beyond three years from the date of the license agreement. The annual payments which were due under the agreement beginning in November 2021 represented contract renewal options granted to Abeona for revenue recognition purposes, and therefore were not accounted for under the initial license agreement. The Company determined that the contract renewal options did not represent material rights granted to Abeona, and the only material performance obligations of the Company under the license agreement were for the delivery of the initial intellectual property licenses, which occurred upon the execution of the license agreement in November 2018. Upon its execution, the transaction price of the November 2018 License was $35.6 million, which was fully recognized as license revenue upon the delivery of the licenses in November 2018. As a result of the November 2019 amendment to the license agreement, the transaction price was increased by $0.6 million to account for the modifications to the amount and timing of annual fees under the license. Upon its termination in May 2020, the transaction price of the November 2018 License, as amended, was $36.3 million, which included the following fixed consideration payable to the Company over contract term: (i) the $10.0 million payment in November 2018 and (ii) the present values, as of the date of the license agreement, of the $3.0 million payment due in November 2019, the $8.0 million payment due in April 2020 and the $20.0 million payment due in November 2020. The discounted portion of the annual payments represents the financing benefit provided to Abeona and was recognized as interest income from licensing over the financing term of the license, which ended upon the termination of the agreement in May 2020. Variable consideration under the license agreement, which was excluded from the transaction price, included the sales-based milestone payments of $60.0 million, as well as any potential royalties on sales of licensed products or sublicense fees, which would be recognized in the period of the underlying sales or sublicenses. The annual payments due under the agreement beginning in November 2021 represented contract renewal options granted to Abeona for revenue recognition purposes, and therefore were excluded from the transaction price. During the years ended December 31, 2020, 2019 and 2018, the Company recognized license revenue of zero, $0.6 million and $35.6 million, respectively, and interest income from licensing of $3.8 million, $2.6 million and $0.4 million, respectively under the November 2018 License. Interest income from licensing recognized during the year ended December 31, 2020 includes $2.1 million of interest accrued on unpaid license fees recognized subsequent to the termination of the license agreement in May 2020, as discussed further below. As of December 31, 2020, the Company had recorded gross accounts receivable of $30.1 million from Abeona under the November 2018 License, which consisted of the $8.0 million fee due April 1, 2020, the $20.0 million fee due within 15 days of the termination of the license agreement in May 2020 and accrued interest on the outstanding balances. 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 December 31, 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 year ended December 31, 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 its evaluation, the Company recorded an allowance for credit losses of $7.7 million as of December 31, 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. From the termination of the agreement in May 2020 to December 31, 2020, the Company recognized interest income from licensing of $2.1 million related to unpaid license fees from Abeona under the November 2018 License. In accordance with its interest accrual policy, the Company ceased the recognition of interest income accrued under the license agreement subsequent to the recognition of the allowance for credit losses in the third quarter of 2020, and will continue to maintain the accounts receivable from Abeona on non-accrual status unless and until such amounts are deemed to be collectable. However, management intends to enforce the full collection of all accrued interest contractually due from Abeona upon the completion of arbitration. |