Research and Collaboration Arrangements | 6. Research and Collaboration Arrangements Collaboration and license revenue for each period was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 uniQure $ 267 $ 125 $ 659 $ 249 Roche 14,297 3,571 15,902 6,959 CFF 16 (63 ) 19 (40 ) $ 14,580 $ 3,633 $ 16,580 $ 7,168 Deferred revenue is summarized as follows (in thousands): June 30, 2021 December 31, 2020 uniQure $ 3,736 $ 4,396 Roche 544 14,318 CFF 1,078 1,098 $ 5,358 $ 19,812 The total amount of revenue in the six months ended June 30, 2021, which was included in deferred revenue at January 1, 2021, was $14.0 million. The total amount of revenue in the six months ended June 30, 2020, which was included in deferred revenue at January 1, 2020, was $1.6 million. uniQure In January 2014, the Company and uniQure biopharma B.V. (“uniQure”) entered into a Collaboration and License Agreement (the “uniQure Agreement”) to collaborate on the discovery and non-clinical research activities related to the Company’s Therapeutic Vector Evolution platform in order to generate and validate vectors for gene delivery to treat diseases within the central nervous system and liver (together, the “uniQure Field”). The uniQure Agreement provided uniQure with a research license as well as an exclusive development and commercialization license for each project variant selected for further development. The initial research term was three years and uniQure exercised a one-time option to extend the research term for an additional year to January 2018. Once the Company’s research plan concluded, uniQure was solely responsible for the continued development, manufacturing and commercialization of the project variants as potential product candidates. The Company was also required to work exclusively with uniQure in the uniQure Field (the “uniQure Exclusivity Clause”). Pursuant to the uniQure Agreement, the Company received upfront payments of $0.2 million and was entitled to receive (i) contingent payments for the achievement of research and development milestones of up to $5.0 million for each licensed product selected under the arrangement, and (ii) royalties in the single digit range on future sales of the potential product candidates and sublicense consideration in the low teens to low thirties range on any future sublicensing arrangements. In connection with the performance obligations under the uniQure Agreement, the founders of 4D Molecular Therapeutics, LLC received equity options to purchase an aggregate of 609,744 of uniQure ordinary shares that vested over the initial three-year The upfront payment of $0.2 million was recorded as deferred revenue and recognized on a ratable basis over the performance period of four years. The options to purchase uniQure shares were deemed to be a noncash component of the arrangement consideration. The estimated fair value of the uniQure options was $10.6 million and was recognized ratably as revenue over the performance period of four years. The associated compensation expense related to the stock options were recorded as research and development expense. In August 2019, the Company and uniQure entered into an Amended and Restated Collaboration and License Agreement (the “Amended uniQure Agreement”), which amended and restated the uniQure Agreement, and a separate Collaboration and License Agreement (the “Second uniQure Agreement”). Under these agreements, the Company agreed to transfer incremental rights and services to uniQure in exchange for uniQure eliminating the uniQure Exclusivity Clause and transferring other rights back to the Company. Under the Amended uniQure Agreement, uniQure continues to have an exclusive license to select AAV capsid variants (the “Selected Variants”) in the uniQure Field. uniQure continues to be solely responsible, at its cost, to develop and commercialize the compounds and products containing the Selected Variants. The amended uniQure Agreement eliminated the uniQure Exclusivity Clause in the uniQure Agreement. Furthermore, the contingent payments that the Company was entitled to from uniQure for the achievement of research and development milestones of up to $5.0 million for each licensed product selected under the uniQure Agreement were eliminated and sublicense consideration on any future sublicensing arrangements was reduced from the low teens to low thirties percentages to mid-single digit to mid-twenties percentages. Under the Second uniQure Agreement, the parties agreed to research and develop new AAV capsid variants (the “New Variants”) that are not Selected Variants that affect certain targets selected by uniQure (the “uniQure Targets”) in the uniQure Field. The Company is solely responsible, at its cost, for the research of the New Variants. The Company granted uniQure an exclusive license to a certain number of the New Variants (the “uniQure New Variants”) that affect the uniQure Targets. uniQure is solely responsible, at its cost, to develop and commercialize the compounds and products containing the uniQure New Variants that affect the uniQure Targets (the “Licensed Products”). The Company retains all rights to New Variants in the uniQure Field that affect targets other than the uniQure Targets. Under both the Amended uniQure Agreement and the Second uniQure Agreement, uniQure will be required to pay the Company royalties on worldwide annual net sales of Licensed Products at a mid-single digit percentage rate, subject to certain specified reductions. uniQure will also be required to pay the Company sublicensing consideration for sublicensing the Company’s intellectual property rights licensed under the Amended uniQure Agreement or the Second uniQure Agreement to third parties at a rate between the mid-single digit to mid-twenties. The Company has reciprocal obligations, at the same percentage rates as uniQure, to pay uniQure royalties and sublicensing consideration for sublicensing certain intellectual property rights licensed under the Amended uniQure Agreement or the Second uniQure Agreement to third parties. The Company concluded that the Amended uniQure Agreement and the Second uniQure Agreement should be accounted for as one combined contract but separate from the uniQure Agreement given that the incremental licensed intellectual property rights and research and development services are distinct from the rights and services previously transferred to uniQure under the uniQure Agreement and the transaction price increased by an amount that equals the standalone selling price of the incremental rights and services to be transferred to uniQure under the Amended uniQure Agreement and Second uniQure Agreement. Neither party was required to pay monetary consideration in connection with the execution of the Amended uniQure Agreement or the Second uniQure Agreement or for subsequent performance by the parties under those agreements, notwithstanding the potential future royalty and sublicense consideration described above. The fair value of the non-monetary consideration given by uniQure to the Company, for the intellectual property right was determined to be $5.1 million. This intellectual property right is considered to be an in-process research and development asset with no alternative future use and, accordingly, was written off as acquired in-process research and development expense in the year ended December 31, 2019. The incremental transaction price described in the paragraph above was recorded as deferred revenue. The Company identified one single combined performance obligation under ASC 606, which includes the licenses to the New Variants, research services and participation in the joint steering committee (“JSC”). Revenue is recognized using the input method based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligation. Based on the current estimated timelines, the deferred revenue is expected to be recognized as revenue over approximately one to two years from June 30, 2021. During the three months ended June 30, 2021 and 2020, the Company recognized revenue of $0.3 million and $0.1 million under the Amended uniQure Agreement and the Second uniQure Agreement, respectively. During the six months ended June 30, 2021 and 2020, the Company recognized revenue of $0.7 million and $0.2 million, respectively, under both of the Amended uniQure Agreement and the Second uniQure Agreement. As of June 30, 2021 and December 31, 2020, deferred revenue relating to uniQure was $3.7 million and $4.4 million, respectively. There were no amounts due from uniQure under the uniQure Agreement, Amended uniQure Agreement or Second uniQure Agreement as of June 30, 2021 and December 31, 2020. As of June 30, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligation was $3.7 million and $4.4 million, respectively. CRF In November 2015, the Company entered into a research funding and collaboration agreement (the “CRF Agreement”) with the Choroideremia Research Foundation (“CRF”). The goal of the CRF Agreement is for CRF to contribute funding to help with the advancement of the Company’s choroideremia research program. The Company is responsible for all decision making and execution of any and all of the related activities to be completed in its sole discretion. The initial term of the CRF Research Plan is two years. The agreement includes contribution to CRF of up to $2.5 million upon certain development or approval milestones. The overall arrangement has automatic extensions of up to three additional years. As of June 30, 2021, no milestones have been achieved. Revenue was fully recognized for this agreement in the year ended December 31, 2017. Roche In November 2017, the Company entered into a collaboration and license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together, “Roche”) to discover and develop products containing optimized next generation AAV Vectors focused on ophthalmological diseases and disorders excluding select criteria (the “2017 Roche Agreement”). At the effective date of the 2017 Roche Agreement , choroideremia was designated a Roche product class and the 4D-110 product was licensed to Roche . The Company was responsible for conducting research and development services prior to pivotal clinical studies, and Roche was responsible for conducting subsequent development and commercialization activities. In addition, Roche agreed to pay for research and development services at the agreed upon full-time employee rate for work performed for choroideremia under the 2017 Roche Agreement, and certain external costs , except for the costs associated with the manufacturing work for choroideremia. Under the 2017 Roche Agreement, Roche had an option exercisable prior to pivotal clinical studies, to license 4D-125 (for the treatment of XLRP), which was not exercised. Pursuant to the 2017 Roche Agreement, the Company received a non-refundable upfront payment of $21.0 million as consideration. In addition, the Company was entitled to contingent payments including (i) $1.0 million for each Roche nominated product beyond the first three, (ii) up to $30.0 million upon exercise of the option to convert a product the Company nominated and developed prior to pivotal clinical studies, (iii) development milestone payments of up to $223.0 million, of which $86.0 million related to choroideremia and the rest related to other licensed products; and (iv) sales-based milestones of up to $123.0 million in connection with licensed products. Through June 30, 2021, the Company received $10.0 million for development milestone payments that are non-refundable. The 2017 Roche Agreement also included provisions that entitled the Company to receive royalty payments ranging from the mid-single digits to the mid-teens for the net sales of the licensed products, in each case subject to the reductions in accordance with the terms of the agreement. The Company identified a single combined performance obligation for the license, research services and participation in the JSC and concluded that Roche’s option did not represent a material right. The Company’s contract with Roche did not include a significant financing component. The Company further concluded that the transaction price should not include the variable consideration related to development milestones as they were considered to be constrained as it was probable that the inclusion of such variable consideration could result in a significant reversal of cumulative revenue in the future. The Company excluded any consideration related to sales-based milestones, including royalties, which would be recognized when the related sales occur. The transaction price and estimated period of performance are re-evaluated at each reporting period and adjusted as needed to reflect changes in the scope of the project, reimbursable expenses and other conditions affecting variable consideration. In June 2021, the Company received from Roche notice of termination without cause of the 2017 Roche Agreement. The termination is effective on September 16, 2021. As a result of the termination of the 2017 Roche Agreement, an adjustment of $8.5 million was made to the transaction price to reflect the decrease in expected reimbursable costs for the six months ended June 30, 2021. The decrease in the transaction price and total budgeted costs for the remaining performance obligation resulted in a $10.6 million increase in revenue recognized in the six months ended June 30, 2021 related to performance obligation partially satisfied prior to January 1, 2021. For the six months ended June 30, 2020, an adjustment of $10.1 million was made to the transaction price to reflect a $5.1 million increase in the scope of the project and expected reimbursable costs and the addition of $5.0 million of variable consideration as uncertainty associated with a development milestone was resolved. This adjustment resulted in a $ 3.0 million increase in revenue recognized in the six months ended June 30, 2020 related to the performance obligation partially satisfied in periods prior to January 1, 2020. During the three months ended June 30, 2021 and 2020, the Company recognized revenue of $14.3 million and $3.6 million, respectively. During the six months ended June 30, 2021 and 2020, the Company recognized revenue of $15.9 million and $7.0 million, respectively. As of June 30, 2021 and December 31, 2020, deferred revenue relating to the 2017 Roche Agreement was $0.5 million and $14.3 million, respectively. Accounts receivable from Roche under this agreement as of June 30, 2021 and December 31, 2020 was $1.2 million and $1.1 million, respectively. As of June 30, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligation was $1.5 million and $25.8 million, respectively. CFF In September 2016, the Company entered into an award agreement for the Optimized Adeno-Associated Virus for Lung Epithelia Gene Delivery Development Program with CFF, a non-profit organization dedicated to finding a cure for cystic fibrosis, an inherited disorder that causes disease in the pulmonary airways leading to morbidity and mortality. Under this agreement, CFF contributes funding to help advance the Company’s CF research program. The agreement was subsequently amended in September 2017, August 2018 and February 2021 (all four agreements are collectively referred to as the “CFF Agreement”). The total amount of the award under the CFF Agreement is $3.5 million. As of June 30, 2021 and December 31, 2020, the Company achieved milestones totaling $1.3 million under the CFF Agreement. The remaining award amount will be paid by CFF based on achievement of certain development milestones by the Company. The Company expects to make payments to CFF equal to six times three times six times To date, the Company has not developed a commercial product in connection with the CFF Agreement, and it has not licensed, sold or otherwise transferred to another party the product developed under the CFF Agreement or the underlying technology. If at any time prior to the first commercial sale of a product developed as a result of the CFF Agreement, the Company ceases to use commercially reasonable efforts to develop or commercialize any product under the CFF Agreement for a continuous period of 180 consecutive days and fails to present a reasonable plan to resume commercially reasonable efforts, the Company will grant to CFF an irrevocable, exclusive worldwide interruption license under all of the Company’s interest in the research plan technology to exploit such product. Any third-party license granted by the Company shall be subject to such interruption license. The Company identified one performance obligation within the CFF grant agreement for research activities. The Company’s contract with CFF does not include a significant financing component. The Company concluded that the transaction price should not include the variable consideration related to future research milestones as they were considered to be constrained as it is probable that the inclusion of such variable consideration could result in a significant reversal of cumulative revenue in the future. The Company re-evaluates the transaction price and estimated period of performance at each reporting date. Revenue recognized during the three and six months ended June 30 , 2021 and June 30 , 2020 was immaterial . As of June 30 , 2021 and December 31, 2020, deferred revenue relating to the CFF Agreement was $ 1.1 million . Accounts receivable from CFF under the CFF Agreement as of June 30 , 2021 and December 31, 2020 w ere $0 and $ 0.4 million , respectively . As of June 30 , 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligation was $ 1.1 million. Based on current timelines, the deferred revenue is expected to be recognized as revenue over the next three to four years as the Company performs research services through the completion of IND-enabling studies. The obligation to make payments to CFF upon a change of control meets the definition of an embedded derivative that is required to be bifurcated and separately accounted for as a derivative liability. See Note 13 for further discussion of the embedded derivative. |