Collaboration and License Agreements | 8. Collaboration and License Agreements Bayer HealthCare LLC In June 2014, the Company entered into a research and development collaboration and license agreement with Bayer for the development and commercialization of a gene therapy for the treatment of hemophilia A (the “collaboration agreement”). Under the agreement, the Company granted to Bayer an exclusive license to develop and commercialize one or more novel gene therapies for hemophilia A. The Company is responsible for all research and development activities for those biologic therapeutics under the agreement prior to completion of clinical proof-of-concept (“POC”) trials, with Bayer funding the Company’s efforts and providing consulting and technological support. Upon the successful demonstration of clinical POC, the agreement requires that Bayer use commercially reasonable efforts to conduct later-stage development and commercialization of gene therapy products for treatment of hemophilia A for such therapy. Bayer will have worldwide rights to commercialize the potential future product. Under this agreement, Bayer was also granted a right of first notice for gene therapy treatments for hemophilia B, which it declined to exercise in July 2016. Financial Terms Under the terms of the agreement with Bayer, the Company received a nonrefundable, noncreditable upfront license payment of $20,000 in June 2014 and is eligible to receive development and commercialization milestone payments of up to $232,000, as well as tiered royalty payments ranging in the high single-digit to low double-digit percentages, not exceeding the mid-teens, of net sales of commercialized products resulting from the collaboration, as defined in the agreement with Bayer. Bayer will fund certain research and development services performed by the Company during the research term and will reimburse the Company for all project costs, including any third-party costs, in the performance of its obligations under the annual research plan and in accordance with the mutually agreed upon research budget. The Company determined that the deliverables under its agreement with Bayer include (i) research services to be provided over the research term, (ii) a development and commercialization license and (iii) the Company’s participation in a Joint Steering Committee (“JSC”) and a Joint Research and Development Committee (“JRDC”) to be provided over the research term. The Company determined that the development and commercialization license and involvement in the JSC and the JRDC do not have standalone value to Bayer and, therefore, are not separable from the delivery of the research services. Therefore, all deliverables under the agreement have been combined and accounted for as a single unit of accounting. Accordingly, the upfront license payment and research payments are being recognized by the Company as revenue on a straight-line basis over the estimated performance period, which approximates the 54-month research term of the agreement with Bayer that commenced in June 2014. As future research payments are earned, the Company will recognize as revenue the portion of payments equal to the percentage of the elapsed research term to the total estimated research term, with the remaining portion of consideration received being recognized over the remaining estimated performance period on a straight-line basis. The Company concluded at the outset of the arrangement that none of the future milestone payments included in the arrangement qualified as substantive milestones. Any future milestone payments will be recognized, along with the other arrangement consideration, over the remaining estimated period of performance, if any, beginning at the time a milestone payment is earned, with a cumulative catch-up being recognized for the elapsed portion of the estimated research term. As of December 31, 2016, the Company had not earned any milestone or royalty payments. Revenue recognized under the collaboration agreement with Bayer consisted of the following: December 31, 2016 2015 2014 Revenue: Bayer Collaboration Agreement $ 11,471 $ 7,750 $ 2,750 $ 11,471 $ 7,750 $ 2,750 During the years ended December 31, 2016, 2015 and 2014, research payments earned by the Company under the collaboration agreement totaled $8,292, $7,740 and $3,265, respectively. The costs incurred by the Company related to the research activities of the collaboration agreement are recorded as research and development expense in the consolidated statement of operations and comprehensive loss. As of December 31, 2016 and 2015, deferred revenue related to the collaboration agreement with Bayer totaled $17,326 and $20,505, which related to the upfront license payment, research services payments and to advance payments for future research services. Term and Termination The agreement with Bayer expires on a licensed treatment-by-licensed treatment and country-by-country basis until the later of ten years from the date of first commercial sale or when patent claims have expired, lapsed, been abandoned or been invalidated in such country. The Company and Bayer, through the JSC, may mutually agree to terminate the collaboration early in the event clinical development is ended as required by a regulatory authority or in light of data from any studies conducted prior the POC trial. Bayer has the unilateral right to terminate the agreement in its entirety or with respect to one or more country by providing written notice to the Company. Bayer may also terminate the agreement with notice after two unsuccessful attempts to demonstrate clinical POC in a Phase I human POC trial. Bayer may further terminate the agreement with notice in the event that, following the POC trial, there is a material safety issue with respect to a licensed product. Reciprocal termination rights under the agreement include termination for breach and termination for bankruptcy. REGENX 2013 License Agreement In October 2013, the Company entered into a license agreement with REGENX, as amended in June and September 2014 (the "REGENX 2013 License Agreement") for an exclusive, sublicensable, worldwide commercial license under certain intellectual property for preclinical and clinical research and development, and commercialization of drug therapies using REGENX'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 the Company in the future. The REGENX 2013 License Agreement requires the Company to pay ongoing annual maintenance fees of $35 for each indication elected by the Company, beginning in October 2014. The Company is also required to pay low to mid single-digit royalties on net sales of licensed products as well as milestone fees, if any, owed by REGENX to Glaxo Smith Kline ("GSK") or sublicense fees owed by REGENX to Penn or GSK as a result of the Company's activities under the REGENX 2013 License Agreement. The milestones payable will not exceed $1,650 and are payable contingent not only on the Company achieving the milestone, but also on the Company achieving the milestone before all other licensees. The REGENX 2013 License Agreement expires upon the expiration, lapse, abandonment or invalidation of the last claim of the licensed intellectual property to expire, lapse or become abandoned or unenforceable in all the countries of the world. Upon expiration, the Company's knowhow license will become non-exclusive, perpetual, irrevocable and royalty-free with respect to licensed know-how that REGENX owns in the field and will continue with respect to all of REGENX's other know-how in the field under its GSK and/or Penn licenses for so long as its rights from those licensors continue. The Company may terminate REGENX License Agreement upon prior written notice to REGENX. REGENX may terminate the license agreement if the Company or its affiliates become insolvent, if the Company is greater than a specified number of days late in paying money due under the license agreement, or, effective immediately, if the Company or its affiliates commence certain actions relating to the licensed patents. Either party may terminate the REGENX 2013 License Agreement for a material breach that is not cured within a specified number of days. In September 2014, the Company elected its third indication under the REGENX 2013 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, the Company paid an extension fee of $150. In January 2015, the Company elected its fourth and final indication under the REGENX 2013 License Agreement. As of December 31, 2016 and 2015, the Company had not developed a commercial product using the licensed technologies and no milestones had been achieved. Research and Management Services Agreement In October 2013, in connection with the REGENX 2013 License Agreement, the Company engaged REGENX for the provision of certain research services (the "REGENX Research Services Agreement") through REGENX's existing sponsored research agreement with Penn. Management Services Agreement In April 2014, the Company engaged REGENX Holdings LLC for the provision of certain research and development management services (the "REGENX Management Services Agreement"), including strategic, business and operational advice. Material Transfer Agreement In April 2014, the Company entered into a material transfer agreement and purchase order with REGENX, pursuant to which the Company purchased certain biologic materials from REGENX for research and development and clinical trials. 2015 Option and License Agreement In March 2015, the Company entered into an option and license agreement with REGENX (the "REGENX 2015 Option and License Agreement") that granted the Company options to commercial exclusive licenses for four new disease indications to be elected by the Company in the future. If elected, each option carries an option fee of $1,000 payable to REGENX upon exercise and annual maintenance fees of $50. In addition, for each option exercised, the Company is obligated to pay REGENX up to $9,000 upon achievement of various substantive milestones, as well as mid to high single-digit royalties on net sales of licensed products and mid single-digit to low double-digit percentage sublicenses fees, if any. In May, August and December 2015, the Company exercised options under the REGENX 2015 Option and License Agreement for three new indications and paid a $1,000 option fee for each indication pursuant to the agreement. Any options not exercised will automatically terminate in 2019 (which may be extended for additional time for a fee). The Company may terminate the REGENX 2015 Option and License Agreement upon prior written notice. REGENX may terminate the agreement if the Company or its controlling affiliates become insolvent, if the Company is greater than a specified number of days late in paying money due under the REGENX 2015 Option and License Agreement, or, effective immediately, if the Company or its affiliates commence certain actions relating to the licensed patents. Either party may terminate the REGENX 2015 Option and License Agreement for a material breach that is not cured within a specified number of days. University of Pennsylvania 2015 Sponsored Research and Option Agreement In January 2015, the Company entered into an agreement with the Penn to sponsor certain research of Dr. Wilson at University of Pennsylvania School of Medicine related to liver gene therapy and hemophilia. The agreement was subsequently amended in August 2015, March 2016 and December 2016. In consideration for funding such research, Penn granted the Company an option to obtain a worldwide, non-exclusive or exclusive, royalty-bearing license, with the right to sublicense, under certain patent rights conceived, created or reduced to practice in the conduct of the research. The Company is required to reimburse Penn for filing, prosecuting and maintaining such patent rights unless and until the Company declines to exercise its option. Dr. Wilson is required to provide the Company with task-based, scientific reports of progress and results of the research, and Penn granted the Company a royalty-free, nontransferable, non-exclusive right to copy and distribute any research reports furnished to the Company for any reasonable purpose, provided the results are not made publicly available until certain conditions are met, and the right to use, disclose and otherwise exploit the research results for any reasonable purpose, subject to similar restrictions on our public disclosure of the research results. Otherwise, the sponsored research agreement contains customary confidentiality provisions. The Company’s sponsored research agreement with Penn will expire on December 31, 2017 unless earlier terminated or the parties mutually agree to extend or renew the agreement. Either party may terminate the agreement if Dr. Wilson becomes unavailable and an acceptable substitute is not found within a certain period of time, or if the Company fails to mutually agree on an acceptable work plan and budget for the sponsored research. The Company may also terminate the sponsored research agreement upon written notice to Penn, as long as the Company has met all of its payment and performance obligations to date. In the event of termination, the Company shall pay Penn the amount needed to cover costs through the effective termination date as well as allowable commitments incurred; provided, however, payments for allowable commitments extending beyond the effective termination date shall not exceed $2,762, as of December 31, 2016. Either party may terminate this agreement for a material breach that is not cured within a specified number of days. 2016 Research, Collaboration and License Agreement In May 2016, the Company entered into a research, collaboration and license agreement with Penn. The agreement was subsequently amended in October 2016 and December 2016. The agreement provides the terms for the Company and Penn to collaborate with respect to the pre-clinical development of gene therapy products for the treatment of citrullinemia type I (DTX601), phenylketonuria (DTX501) and Wilson disease (DTX701) (each, a “Subfield”). Under the agreement, Penn granted the Company an exclusive, worldwide, royalty-bearing right and license to certain patent rights arising out of the research program, subject to certain retained rights, and a non-exclusive, worldwide, royalty-bearing right and license to certain Penn intellectual property, in each case to research, develop, make, have made, use, sell, offer for sale, commercialize and import licensed products in each Subfield for the term of the agreement. In May 2016, the Company paid to Penn immaterial one-time, non-refundable upfront payments recorded as research and development expense in exchange for the licenses. The Company will fund the cost of the research program in accordance with a mutually agreed-upon research budget and will be responsible for clinical development, manufacturing and commercialization of each Subfield. Research program costs will be recorded as research and development expense in the period the research services are performed. In addition, the Company would be required to make milestone payments if certain development and commercial milestones are achieved over time, as well as low to mid single-digit royalties percentages on net sales of each Subfield’s licensed products. Should they be achieved, potential development milestones through U.S. and EU regulatory acceptance total up to a maximum of $5,000 per Subfield and would be recorded as research and development expense in the periods they are achieved. As no milestones have been achieved and the agreement can be cancelled at our option, no future potential milestone payments have accrued as of December 31, 2016. |