Commitments and Contingencies | 6. Commitments and Contingencies Leases Facility Leases We lease facilities for office and manufacturing space under various operating leases and a security system under a financing lease. Our leases have remaining lease terms of approximately 1 year to 6 years, which represent the non-cancellable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude extension options that are not reasonably certain to be exercised from our lease terms. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. We often receive customary incentives from our landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Operating lease right-of-use assets and liabilities on our consolidated balance sheets represent the present value of our remaining lease payments over the remaining lease terms. We do not allocate lease payments to non-lease components. We use our incremental borrowing rate to calculate the present value of our lease payments, as the implicit rates in our leases are not readily determinable. In 2015, we entered into lease agreements for our corporate headquarters in Brisbane, California for 38,000 square feet of office space, which was subsequently amended resulting in a total of approximately 58,000 square feet of office space being leased. The term for the entire office space terminates on June 30, 2024. We are responsible for operating expenses over base operating expenses as defined in the original lease agreement. In June 2015, we signed a facility lease for a manufacturing facility in Clearwater, Florida for approximately 20,000 square feet of manufacturing space, which was subsequently amended resulting in a total of approximately 30,000 square feet of manufacturing space being leased. The lease is expected to expire in June 2025 In September 2018, we entered into a lease for office space in Durham, North Carolina for 5,099 square feet of office space. The lease is expected to expire in February 2024 In November 2018, we entered into a lease for part of a floor of office space in London, United Kingdom. The lease is expected to expire in November 2023 Financing Lease In July 2016, we entered into a five-year Leases The maturities of our operating and financing lease liabilities are as follows (in thousands): Remaining Lease Payments at December 31, 2019 Operating Financing Total 2020 $ 3,772 $ 34 $ 3,806 2021 3,907 35 3,942 2022 3,961 9 3,970 2023 3,782 — 3,782 2024 1,857 — 1,857 Thereafter 227 — 227 Total lease payments 17,506 78 17,584 Less: Effects of discounting (4,725 ) (17 ) (4,742 ) Present value of lease liabilities 12,781 61 12,842 Less: current portion (2,257 ) (23 ) (2,280 ) Long-term lease liabilities $ 10,524 $ 38 $ 10,562 Weighted-average remaining lease term 4.5 years 2.3 years Weighted-average incremental borrowing rate 11 % 23 % The component of our lease costs included in our condensed consolidated statements of income were as follows (in thousands ): Year Ended December 31, 2019 2018 2017 Operating lease cost $ 3,753 $ 3,738 $ 2,320 Finance lease cost Amortization of leased assets 33 33 25 Interest on lease liabilities 16 19 16 Net lease cost $ 3,802 $ 3,790 $ 2,361 Other information related to our operating lease was as follows (in thousands): Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,753 Operating cash flows from finance leases $ 49 The future aggregate minimum lease payments calculated under ASC 840 at December 31, 2018 were as follows (in thousands): Remaining Lease Payments at December 31, 2018 Operating Financing Total 2019 $ 3,133 $ 33 $ 3,166 2020 3,330 34 3,364 2021 3,413 35 3,448 2022 3,497 9 3,506 2023 3,378 — 3,378 Thereafter 1,744 — 1,744 Total lease payments 18,495 111 18,606 Less: amount representing interest — (33 ) (33 ) Value of lease liabilities under ASC 840 18,495 78 18,573 Less: current portion (3,133 ) (17 ) (3,150 ) Long-term lease liabilities $ 15,362 $ 61 $ 15,423 Asset Retirement Obligation We recognized the estimated fair value of our asset retirement obligation related to our office space in London, United Kingdom in long-term liabilities in November 2018. The fair value of the asset retirement obligation is also capitalized as construction in progress. The fair value of the asset retirement obligation was estimated by discounting projected cash flows over the estimated life of the related assets using our credit adjusted risk-free rate. Our asset retirement obligation consists of a contractual requirement to remove the tenant improvements at our office space in London, United Kingdom and restore the lease office space to a condition as specified in the lease agreement. The following is the activity for our asset retirement obligation included in long-term liabilities (in thousands): Balance as of December 31, 2018 $ 88 Liabilities incurred during the year 11 Balance as of December 31, 2019 $ 99 Purchase Commitments We purchase food-grade peanut flour from Golden Peanut Company, or GPC, a wholly-owned subsidiary of Archer Daniels Midland, ten years five years In connection with the expansion and extension of the agreement, we issued Archer Daniels Midland Company 300,000 Pursuant with the restated agreement, our purchase obligation commences with the first delivery of peanut flour for commercial use, which we currently anticipate will occur in 2020. The aggregate purchase commitment under this agreement would be $5.6 million over a term of nine years. In December 2018, we entered into an exclusive supply agreement for egg protein with Michael Foods, Inc. Pursuant to the agreement, we have exclusive access to the clinical and commercial use of Michael Foods’ egg products for any egg allergy treatment, prevention or cure for a period of up to 15 years beyond the potential approval of AR201. In May 2019, we entered into a Commercial Supply Agreement, or the Commercial Supply Agreement, pursuant to which CoreRx, Inc. agreed to manufacture commercial supply of PALFORZIA, if approved. We are also required to purchase a minimum percentage or our P two-year In November 2019, we entered into a commercial packaging agreement, or the Commercial Packaging Agreement, with AndersonCrecon Inc. doing business as PCI of Illinois, or PCI, pursuant to which Commercial Packaging Agreement. In-Licensing Agreement In February 2020, we entered into a license agreement, or the License Agreement, with Xencor, Inc., or Xencor, for the exclusive, worldwide, royalty-bearing license for the development, manufacture and commercialization of biopharmaceutical products containing or comprising the humanized monoclonal antibody Initially, AIMab7195 will be developed as an adjunctive treatment with our existing CODIT pipeline assets, including PALFORZIA, to explore treatment outcomes, including the potential path to remission, in patients with food allergies. AIMab7195 is designed to mediate the suppression of IgE and IgE-producing cells and originally was developed for the treatment of allergic asthma and other IgE-mediated diseases. In connection with the entry into the License Agreement, we will pay Xencor an upfront payment of $5.0 million, and we issued to Xencor 156,238 shares of Common Stock, pursuant to a Securities Issuance Agreement with Xencor, dated February 4, 2020. Additionally, we are obligated to pay Xencor an aggregate of up to $380.0 million in milestone payments, which includes $17.0 million in development milestones, $53.0 million in regulatory milestones and $310.0 million in sales milestones, and to issue an additional number of shares of our Common Stock having an aggregate value of $5.0 million in connection with the achievement of the first development milestone with respect to a product containing an AIMab7195 Product. We will also pay a royalty to Xencor equal to a percentage of net sales of AIMab7195 Products in the high single-digit to mid-teen range. The term of the License Agreement continues on a country-by-country and Product-by-Product basis until the expiration of our obligation to pay royalties with respect such Product and country. We may terminate the License Agreement in its entirety without cause on sixty days’ prior written notice. Xencor may terminate the License Agreement in its entirety if the we or our affiliates or sublicensees challenge the licensed patents. Either party may terminate the License Agreement for the other party’s material breach that is not cured within a specified time period or for the other party’s bankruptcy or insolvency-related events. We will be solely responsible for costs related to the development of AIMab7195. In connection with our entry into the License Agreement, we also agreed to assume Xencor’s rights and obligations under its license of the AIMab7195 cell line from Catalent Pharma Solutions LLC, which manufactures AIMab7195 using their proprietary GPEx® technology. Indemnifications We indemnify each of our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or a director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period. Legal We are currently not a party to any material legal proceedings. During the normal course of business, we may be a party to legal claims that may not be covered by insurance. We do not believe that any such claims would have a material impact on our consolidated financial statements. |