Collaborations | 12. 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. The objective of each program is 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 targeting 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 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 a product candidate against 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 a second and third product candidate against the 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 product candidate against 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 in 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. Incyte In December 2016, pending regulatory clearance, Incyte Corporation (“Incyte”) agreed to pay the Company a $120.0 million, non-refundable upfront payment, and purchased 3.2 million common shares at a stated price per share of $25.00, for an aggregate purchase price of $80.0 million. In exchange, the Company granted Incyte with a license to certain of its intellectual property and committed to collaborate with Incyte to research, discover and develop monospecific or bispecific antibodies utilizing the Company’s proprietary bispecific technology platform. The collaboration is managed by a joint steering committee in which both parties are represented and is tasked with overseeing the activities which significantly contributes to the collaboration. The collaboration may encompass up to 10 product candidates that result from the Company’s application of its proprietary Biclonics ® At inception of the collaboration, two potential bispecific product candidates were under preliminary evaluation. After further research, a lead candidate was ultimately selected for the first product candidate, designated MCLA-145, and the other potential product candidate was not pursued. For the designated product candidate (MCLA-145), the Company retained the exclusive right to develop and commercialize products and product candidates in the United States, while Incyte obtained the exclusive right to develop and commercialize products and product candidates arising from such program outside the United States. For MCLA-145, the parties will conduct and share equally the costs of mutually agreed global development activities and will be solely responsible for independent development activities in each party’s respective territories. For all other programs under the arrangement to be selected by Incyte, Incyte will be responsible for all research, development and commercialization costs. The Company may elect to co-fund the development of certain of the other programs in the future, in which case costs and benefits would be shared. The Company has not elected to co-fund any programs to date. At inception of the arrangement, the Company identified a performance obligation comprised of a combined delivery of a license and related activities, including the activities of the joint steering committee, to which to allocate consideration. The arrangement also allowed for optional future research services to advance selected product candidates through discovery and research. The transaction price was comprised of fixed consideration of an upfront payment of $120.0 million and proceeds from the sale of shares of $80.0 million. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception. $152.6 million of the transaction price was allocated to the license and related activities performance obligation after accounting for the purchase of common shares by Incyte On January 23, 2017, the Company completed the sale of shares and exchange of the license. The Company initially deferred the transaction price allocated to the license and related activities 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 platform for the generation of potential product candidates. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be recognized in future periods in accordance with the Company’s revenue recognition policy. Cost reimbursements for research services are recognized as they are performed over time as these are considered a separate performance obligation. As of December 31, 2021, the Company is currently engaged in clinical development activities for MCLA-145 and developing pre-clinical candidates for the other programs. Refer to Note 16, “Subsequent Events.” During the year ended December 31, 2021, the Company recognized a total of $2.0 million for achieving development milestones and received a $1.0 million payment. There were no development milestones achieved for the years ended December 31, 2020 and 2019 ONO In April 2014, 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 ® On March 14, 2018, the Company granted 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 ® The Company identified performance obligations for : (1) provision of a license for the target combination , and (2) research and development services. The Company concluded that Ono would be able to develop and benefit from the license, independent of the research and development services. The research and development services are capable of being performed by third parties with an appropriate sub-license, and are recognized over time as these services are delivered. Milestone payments are fully constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy. The Company received €3.7 million (approximately $4.1 million) for the year ended December 31, 2019 for development milestones. There were no development milestones achieved in the years ended December 31, 2021 and 2020. 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 During the years ended December 31, 2021 and 2020, the Company has recognized $0.5 million for milestones achieved under the Simcere Agreement, respectively. There was no milestone achieved during the year ended December 31, 2019. Betta On December 10, 2018, the Company granted Betta an exclusive license to develop and commercialize in China MCLA-129, proprietary Biclonics® produced by its Biclonics® technology platform. The Company retains all rights outside of China. Betta has agreed to retain a contract manufacturing organization with experience in filing IND applications with U.S. regulatory authorities and CTAs with European regulatory authorities in order to produce clinical trial materials for the Chinese market and rest of the world. As a key strategic component of the collaboration, Betta will be responsible for IND enabling studies and manufacturing of clinical trial materials in China, which the Company intends to use to assist regulatory filing and early stage clinical development in the rest of the world. In addition to a non-refundable upfront payment of $1.0 million, Betta and the Company will share equally the cost of the transfer of the manufacturing technology to a contract manufacturing organization. The Company is also eligible to receive an aggregate of $12.0 million in milestone payments contingent upon Betta achieving certain specified development and commercial goals as well as tiered royalty payments of net sales of any products resulting from the collaboration in China. In turn, Betta is also entitled to milestone payments based on the Company’s progress. The Company identified a single combined performance obligation, being the delivery of the MCLA-129 license including activities necessary to complete the technology transfer. The Company had no other commitments. The transaction price is comprised of fixed consideration of $1.0 million and fully allocated to the single performance obligation which would be fulfilled at a point in time. The technology transfer to deliver the license was completed in 2018 and Company recognized the revenue related to this performance obligation of $ 1.0 million as revenue for the year ended December 31, 2018. Development milestone payments allocated to the performance obligation are constrained as variable consideration to be recognized in future periods in accordance with the Company ’ s revenue recognition policy. During the year ended December 31, 2020, both the Company and Betta achieved a development milestone both valued at $2.0 million. The amounts are recognized as milestone revenue of $2.0 million and research and development cost of $2.0 million in the Company’s statement of operations for the year ended December 31, 2020. No milestones were achieved during the years ended December 31, 2021 and 2019, respectively Contract Assets, Liabilities, Revenues and Expenses The following tables provide amounts by year indicated and by line item included in the Company's accompanying 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 8,053 62,061 939 63,000 Cash receipts (6,419 ) (62,061 ) (924 ) (62,985 ) Adjustments — — — Foreign exchange — — (20 ) (20 ) Balance at December 31, 2021 1,634 — 41 41 Unbilled receivables Balance at January 1, 2021 $ 1,623 $ — $ — $ — Accrued receivables 9,361 3,264 1,408 4,672 Billings (8,030 ) (2,061 ) (939 ) (3,000 ) Adjustments 21 — — — Foreign exchange — — (16 ) (16 ) Balance at December 31, 2021 2,975 1,203 453 1,656 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 (18,864 ) (14,012 ) (602 ) (14,614 ) Foreign exchange (6,810 ) (2,158 ) (38 ) (2,196 ) Balance at December 31, 2021 73,330 27,353 222 27,575 Less: current portion (18,048 ) (16,391 ) (222 ) (16,613 ) Non-current balance at December 31, 2021 55,282 10,962 — 10,962 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 a shareholder, as more fully described in Note 15. For the Year Ended December 31, 2021 Related Party Third Party Incyte Lilly Other Total Upfront payments $ 18,864 $ 14,012 $ 602 $ 14,614 Reimbursement revenue 8,740 3,332 1,057 4,389 Milestones 2,000 — 500 500 Total collaboration revenue $ 29,604 $ 17,344 $ 2,159 $ 19,503 Operating expenses: Research and development expense $ 1,223 $ — $ 151 $ 151 General and administrative expense — — — — Total operating expenses from collaborations $ 1,223 $ — $ 151 $ 151 Revenue recognized that was included in deferred revenue at the beginning of the period $ 18,864 $ — $ 602 $ 602 For the Year Ended December 31, 2020 Related Party Third Party Incyte Lilly Other Total Upfront payments $ 18,193 $ — $ 895 $ 895 Reimbursement revenue 8,387 — (12 ) (12 ) Milestones — — 2,480 2,480 Total collaboration revenue $ 26,580 $ — $ 3,363 $ 3,363 Operating expenses: Research and development expense $ 2,036 $ — $ 1,944 $ 1,944 General and administrative expense — — — — Total operating expenses from collaborations $ 2,036 $ — $ 1,944 $ 1,944 Revenue recognized that was included in deferred revenue at the beginning of the period $ 18,193 $ — $ 938 $ 938 For the Year Ended December 31, 2019 Related Party Third Party Incyte Lilly Other Total Upfront payments $ 17,839 $ — $ 839 $ 839 Reimbursement revenue 7,992 — 252 252 Milestones — — 4,426 4,426 Total collaboration revenue $ 25,831 $ — $ 5,517 $ 5,517 Operating expenses: Research and development expense $ 680 $ — $ — $ — General and administrative expense — — — — Total operating expenses from collaborations $ 680 $ — $ — $ — Revenue recognized that was included in deferred revenue at the beginning of the period $ 17,839 $ — $ 1,141 $ 1,141 |