License and Royalty Revenue | 8. License and Royalty Revenue As of June 30, 2021, the Company’s NAV Technology Platform was being applied by NAV Technology Licensees in one commercially available product, Zolgensma, and in the development of 20 other licensed products. 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 June 30, 2021, 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 $194.8 million, including (i) $23.3 million upon the commencement of various stages of clinical trials, (ii) $21.0 million upon the submission of regulatory approval filings, (iii) $93.5 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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Accounts receivable, net, current and non-current: Balance, beginning of period $ 43,898 $ 48,895 $ 46,266 $ 42,303 Additions 22,441 18,834 41,160 36,976 Deductions (19,137 ) (21,235 ) (40,224 ) (32,785 ) Balance, end of period $ 47,202 $ 46,494 $ 47,202 $ 46,494 Contract assets: Balance, beginning of period $ 649 $ 350 $ 350 $ — Additions 53 — 702 350 Deductions — — (350 ) — Balance, end of period $ 702 $ 350 $ 702 $ 350 Deferred revenue, current and non-current: Balance, beginning of period $ 4,124 $ 3,333 $ 4,232 $ 3,333 Additions — 1,124 — 1,124 Deductions (99 ) — (207 ) — Balance, end of period $ 4,025 $ 4,457 $ 4,025 $ 4,457 Revenue recognized during the period from: Amounts included in deferred revenue at beginning of period $ 99 $ — $ 207 $ — Performance obligations satisfied in previous periods $ 21,696 $ 16,376 $ 40,347 $ 26,755 Additions to accounts receivable during the periods presented consisted primarily of receivables recorded related to royalties on net sales of Zolgensma, new licenses granted by the Company, the achievement of development milestones by licensees and 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 primarily of development milestones deemed probable of achievement by licensees during the period. 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 June 30, 2021, the Company had recorded deferred revenue of $4.0 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 Zolgensma royalty revenues, sublicense fees earned from licensees 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. Accounts Receivable, Contract Assets and the Allowance for Credit Losses Accounts receivable, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Current accounts receivable: Billed to customers $ 30,158 $ 30,573 Unbilled 22,479 20,104 Allowance for credit losses (8,243 ) (7,678 ) Current accounts receivable, net 44,394 42,999 Non-current accounts receivable: Unbilled 2,808 3,267 Allowance for credit losses — — Non-current accounts receivable, net 2,808 3,267 Total accounts receivable, net $ 47,202 $ 46,266 The following table presents the changes in the allowance for credit losses related to accounts receivable and contract assets for the six months ended June 30, 2021 (in thousands): Accounts Receivable Contract Assets Balance at December 31, 2020 $ 7,678 $ — Provision for credit losses 565 — Write-offs — — Balance at June 30, 2021 $ 8,243 $ — The Company’s allowance for credit losses as of June 30, 2021 and December 31, 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 six months ended June 30, 2021 was zero and $0.6 million, respectively, and was related solely to changes in estimates regarding the collectability of the accounts receivable from Abeona. No provision for credit losses was recorded for the three and six months ended June 30, 2020. Novartis Gene Therapies, Inc. 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, in vivo Novartis Gene Therapies The Company recognized the following amounts under the March 2014 License with Novartis Gene Therapies (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Royalties on net sales of Zolgensma $ 18,428 $ 11,945 $ 36,691 $ 21,924 Other license revenue — 3,500 — 3,500 Total license and royalty revenue $ 18,428 $ 15,445 $ 36,691 $ 25,424 Interest income from licensing $ 5 $ 6 $ 12 $ 13 As of June 30, 2021 and December 31, 2020, the Company had recorded total accounts receivable of $19.1 million and $19.6 million, respectively, from Novartis Gene Therapies under the March 2014 License, which consisted primarily of unbilled receivables for Zolgensma royalties. Zolgensma royalties receivable as of June 30, 2021 included $9.8 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 royalty revenues are adjusted, as necessary. Abeona Therapeutics Inc. In November 2018, the Company entered into a license agreement with Abeona (as amended, the November 2018 License), for the treatment 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 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 June 30, 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, after 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 disputed 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 claim, the Company did not record any liabilities related to this claim as of June 30, 2021. A binding arbitration was held in March 2021. In July 2021, the arbitration tribunal issued its ruling, which denied Abeona’s claim and upheld the Company’s counterclaim. The tribunal awarded the Company $28.0 million in damages and $6.1 million in accrued interest to be paid by Abeona. The accrued interest awarded was subsequently reduced to $5.6 million to correct a computational error, resulting in a total corrected award of $33.6 million payable to the Company by Abeona. As of August 4, 2021, the Company had not received any portion of the $33.6 million arbitration award from Abeona. The Company has filed a petition to confirm the arbitration award and to enter judgment on it in the Supreme Court of the State of New York for New York County. The Company cannot be certain of the precise timing or amount of recovery and will continue to pursue enforcement of the award against Abeona. As of June 30, 2021 and 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 anticipates taking appropriate measures to enforce the aforementioned arbitration award if Abeona does not comply with the tribunal’s ruling, the Company assessed the collectability of the $30.1 million due 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 this obligation. As a result of its analyses, the Company recorded an allowance for credit losses of $8.2 million and $7.7 million as of June 30, 2021 and December 31, 2020, respectively, related to the accounts receivable due from Abeona. The Company recorded a provision for credit losses of zero and $0.6 million, respectively, for the three and six months ended June 30, 2021 as a result of changes in estimates regarding the allowance during the periods. As of June 30, 2021 and December 31, 2020, the Company had recognized interest income from licensing of $2.1 million related to the unpaid license fees from Abeona under the November 2018 License, which is included in the gross accounts receivable balance of $30.1 million. In accordance with its interest accrual policy, the Company ceased the recognition of interest income accrued under the license agreement subsequent to the establishment of the allowance for credit losses in the third quarter of 2020. The arbitration tribunal’s ruling in July 2021, as subsequently corrected, awarded the Company $5.6 million in accrued interest payable by Abeona, including $3.5 million of interest earned subsequent to the receivable being placed on non-accrual status which has not been recognized in the consolidated financial statements. The Company will continue to maintain the accounts receivable from Abeona on non-accrual status unless and until such amounts are deemed to be collectable. |