Collaborations | 8. Collaborations Lilly On January 18, 2021, Eli Lilly and Company, (“Lilly”) agreed to pay the Company a $40.0 million, non-refundable upfront payment, and purchased 706,834 common shares at a stated price per share of $28.295, for an aggregate purchase price of $20.0 million. The Company and Lilly agreed to collaborate with respect to the discovery and research of bispecific antibodies utilizing the Company’s proprietary Biclonics® bispecific technology platform. The collaboration encompasses up to three (3) independent programs directed to the generation of T-cell re-directing bispecific antibodies that bind CD3 and a tumor associated antigen target selected by Lilly to be the subject of each program. At inception of the arrangement, Lilly had selected its first target. The objective of each program would be to develop a lead compound that Lilly would be able to continue to develop through clinical trials. Lilly agreed to fund the research activities the Company conducts for each program under an agreed research plan and budget. Lilly receives an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights and know-how to exploit certain compounds and products directed to designated targets in combination with CD3, or directed to such designated target(s) alone as a monospecific antibody or monospecific antibody drug conjugate, subject to rights granted by Merus to third parties under one or more existing third party agreements. Merus retains all rights not granted to Eli Lilly. Lilly has certain rights to replace selected targets, including the right to substitute a target selection after initial selection for a period of time. The Company may be entitled to further milestones and royalties in the future dependent on development and commercialization of any resulting product. The initial term of the arrangement includes a three-year research term for the Company to perform research and development activities, subject to two extension terms of six months at Lilly’s discretion. While the arrangement may be terminated in its entirety or on a program-by-program basis at will by Lilly, there are no direct costs or penalties to Lilly to terminate the arrangement prior to the end of the initial term. At inception of the arrangement, the Company identified a single performance obligation comprised of a combined delivery of a license and related activities, including research activities associated with the first target and the activities of the joint steering committee. The Company also identified two other combined performance obligations relating to options exercisable by Lilly to select a second and third target to advance selected targets through discovery and research. The transaction price at inception was comprised of fixed consideration of $43.5 million that was derived from the $40.0 million upfront payment and $20.0 million share purchase proceeds, net of the fair value of shares of the shares delivered to Lilly of $16.5 million, and variable consideration associated with the funding of research services for the first target at inception. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception. The fixed consideration was allocated equally amongst the three performance obligations and the variable consideration associated with each target was allocated to the performance obligation of each respective target. The equal allocation of the fixed consideration was based on the estimated standalone selling price of each performance obligation as each was materially the same. On February 12, 2021, the Company and Lilly completed the initial exchange of fixed consideration and transfer of common shares. The Company initially deferred $43.5 million allocated to the performance obligations to be recognized as revenue over time using a cost-to-cost measure of progress toward the development of a lead compound for each respective target, anticipated to be recognized as revenue within the initial research term, along with research funding. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be included i n the transaction price for each performance obligation and recognized in future periods in accordance with the Company’s revenue recognition policy. The revenue recognized relating to each combined performance obligation is presented in the notes according to the source of consideration received (upfront, reimbursement revenue, milestone), reflective of their differing timing of receipt. As of June 30, 2021, no milestones have been achieved. Incyte On January 23, 2017, the Company completed the sale of shares and exchange of a license with Incyte Corporation (“Incyte”). The Company initially deferred $152.6 million of the transaction price allocated to the license and related performance obligation as deferred revenue, to be recognized as revenue over time as the primary benefit of the license to Incyte is access to the Company’s intellectual property covering its Biclonics ® At June 30, 2021, the Company is currently engaged in clinical development activities for MCLA-145 and developing pre-clinical candidates for the other programs. No development or commercialization milestones have been achieved to date. ONO On March 14, 2018, the Company granted ONO Pharmaceuticals Co. Ltd. (“ONO”) an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics ® Amounts related to the provision of a license are amortized over the intended period of use. Simcere In January 2018, the Company granted Simcere Pharmaceuticals Group (“Simcere”) an exclusive license to develop and commercialize up to three bispecific antibodies to be produced by Merus utilizing the Company’s Biclonics ® At inception of the arrangement, the Company identified three performance obligations comprised of the combined delivery of a license and performance of research and development activities with respect to each program. The Company performs research and development activities to achieve candidate nomination. The Company concluded that these activities were not distinct from the underlying license for each program as Simcere would not be able to benefit from the license apart from research and development activities at this phase of development. The transaction price under the arrangement comprised fixed consideration of $2.75 million. The transaction price was allocated to each separate performance obligation on a relative standalone fair value basis. The Company deferred the portion of the upfront payment allocated to the three performance obligations as deferred revenue, to be recognized over time. Compensation for research and development services prior to candidate nomination are allocated to each program performance obligation and also recognized over time. Development milestone payments allocated to each of the program performance obligations are constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy. To date, the Company has achieved two milestones under this agreement and has received an aggregate of $1.3 million in milestone payments. Research and development activities are on-going as of June 30, 2021. Contract Assets and Liabilities The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands. Related Party Third Party Incyte Lilly Other Total CONTRACT ASSETS Accounts receivable Balance at January 1, 2021 $ — $ — $ 46 $ 46 Billings 3,195 60,254 — 60,254 Cash receipts (3,195 ) (60,000 ) — (60,000 ) Adjustments — — — — Foreign exchange — (1 ) (4 ) (5 ) Balance at June 30, 2021 — 253 42 295 Unbilled receivables Balance at January 1, 2021 $ 1,623 $ — $ — $ — Accrued receivables 3,848 1,129 323 1,452 Billings (3,194 ) (254 ) — (254 ) Adjustments — — — — Foreign exchange (65 ) (17 ) (5 ) (22 ) Balance at June 30, 2021 2,212 858 318 1,176 CONTRACT LIABILITIES Deferred revenue Balance at January 1, 2021 $ 99,004 $ — $ 862 $ 862 Allocation of contract consideration — 43,523 — 43,523 Revenue recognized in the period (9,525 ) (4,911 ) (352 ) (5,263 ) Foreign exchange (2,989 ) (578 ) (22 ) (600 ) Balance at June 30, 2021 86,490 38,034 488 38,522 Less: current portion (18,937 ) (12,716 ) (468 ) (13,184 ) Non-current balance at June 30, 2021 67,553 25,318 20 25,338 The balance of unbilled receivables predominantly represents reimbursement revenue under the Company’s collaboration arrangements earned in the period to be billed and collected in the next period, generally quarterly. Incyte is a related party as more fully described in Note 10. Contract Revenues and Expenses Three Months Ended June 30, 2021 (In thousands) Related Party Third Party Incyte Lilly Other Total Upfront payments $ 4,791 $ 3,765 $ 162 $ 3,927 Reimbursement revenue 2,470 869 322 1,191 Milestones — — — — Total collaboration revenue $ 7,261 $ 4,634 $ 484 $ 5,118 Operating expenses: Research and development expense $ 289 $ — $ — $ — General and administrative expense — — — — Total operating expenses from collaborations $ 289 $ — $ — $ — Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,791 $ 3,765 $ 162 $ 3,927 Three Months Ended June 30, 2020 (In thousands) Related Party Third Party Incyte Lilly Other Total Upfront payments $ 4,363 $ — $ 284 $ 284 Reimbursement revenue 1,509 — (105 ) (105 ) Milestones — — 5 5 Total collaboration revenue $ 5,872 $ — $ 184 $ 184 Operating expenses: Research and development expense $ 612 $ — $ — $ — General and administrative expense — — — — Total operating expenses from collaborations $ 612 $ — $ — $ — Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,363 $ — $ 289 $ 289 Six Months Ended June 30, 2021 (In thousands) Related Party Third Party Incyte Lilly Other Total Upfront payments $ 9,525 $ 4,911 $ 352 $ 5,263 Reimbursement revenue 4,487 1,132 322 1,454 Milestones — — — — Total collaboration revenue $ 14,012 $ 6,043 $ 674 $ 6,717 Operating expenses: Research and development expense $ 648 $ — $ — $ — General and administrative expense — — — — Total operating expenses from collaborations $ 648 $ — $ — $ — Revenue recognized that was included in deferred revenue at the beginning of the period $ 9,525 $ — $ 352 $ 352 Six Months Ended June 30, 2020 (In thousands) Related Party Third Party Incyte Lilly Other Total Upfront payments $ 8,731 $ — $ 483 $ 483 Reimbursement revenue 3,114 — (11 ) (11 ) Milestones — — 40 40 Total collaboration revenue $ 11,845 $ — $ 512 $ 512 Operating expenses: Research and development expense $ 764 $ — $ — $ — General and administrative expense — — — — Total operating expenses from collaborations $ 764 $ — $ — $ — Revenue recognized that was included in deferred revenue at the beginning of the period $ 8,731 $ — $ 523 $ 523 |