Collaborations | 7. Collaborations To accelerate the development and commercialization of CRISPR/Cas9-based products in multiple therapeutic areas, the Company has formed, and intends to seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development. As of September 30, 2021, the Company’s accounts receivable and contract liabilities were related to its collaborations with Regeneron Pharmaceuticals, Inc. (“Regeneron”), Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and NewCo. The following table presents changes in the Company’s accounts receivable and contract liabilities during the nine months ended September 30, 2021 and 2020 (in thousands): Balance at Additions Deductions Balance at End Nine Months Ended September 30, 2021 Accounts receivable $ 2,130 $ 5,575 $ ( 5,214 ) $ 2,491 Contract liabilities - Deferred revenue $ 73,931 $ 62,900 $ ( 17,049 ) $ 119,782 Balance at Additions Deductions Balance at End Nine Months Ended September 30, 2020 Accounts receivable $ 4,620 $ 102,203 $ ( 105,606 ) $ 1,217 Contract liabilities - Deferred revenue $ 28,810 $ 87,477 $ ( 36,673 ) $ 79,614 During the nine months ended September 30, 2021 and 2020, the Company recognized the following revenues as a result of changes in the contract liability balance (in thousands): Nine Months Ended September 30, Revenue recognized in the period from: 2021 2020 Amounts included in the contract liability at the beginning of the period $ 16,861 $ 10,249 Costs to obtain and fulfill a contract The Company did not incur any expenses to obtain collaboration agreements and costs to fulfill those contracts do not generate or enhance resources of the Company. As such, no costs to obtain or fulfill a contract have been capitalized in any period. Regeneron Pharmaceuticals, Inc. License and Collaboration Agreement In April 2016, the Company entered into a license and collaboration agreement with Regeneron (the “2016 Regeneron Agreement”). The 2016 Regeneron Agreement has two principal components: (i) a product development component under which the parties will research, develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver, and (ii) a technology collaboration component, pursuant to which the Company and Regeneron will engage in research-related activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology to enhance the Company’s genome editing platform. Under this agreement, the Company also may access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liver programs. At the inception of the 2016 Regeneron Agreement, Regeneron selected the first of its 10 targets, transthyretin (“ATTR”) amyloidosis, which is subject to a co-development and co-promotion agreement between the Company and Regeneron (the “ATTR Co/Co”). On May 30, 2020, the Company entered into (i) amendment no. 1 (the “2020 Regeneron Amendment”) to the 2016 Regeneron Agreement, (ii) co-development and co-funding agreements for the treatment of hemophilia A and hemophilia B (the “Hemophilia Co/Co”) agreements and (iii) a stock purchase agreement. The collaboration expansion builds upon the jointly developed targeted transgene insertion capabilities designed to durably restore a missing therapeutic protein, and to overcome the limitations of traditional gene therapy. The collaboration was extended until April 2024, at which point Regeneron has an option to renew for an additional two years. The 2020 Regeneron Amendment also grants Regeneron exclusive rights to develop products for five additional in vivo CRISPR/Cas-based therapeutic liver targets and non-exclusive rights to independently develop and commercialize up to 10 ex vivo gene edited products made using certain defined cell types. Since December 31, 2020, there have been no material changes to the key terms of the 2016 Regeneron Agreement and the 2020 Regeneron Amendment (the “Amended Agreements”). For further information on the terms and conditions of these agreements, please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2020. Revenue Recognition – Collaboration Revenue. Through September 30, 2021, excluding amounts allocated to Regeneron’s purchase of the Company’s common stock, the Company recorded $ 145.0 million in upfront payments under the Amended Agreements and $ 36.6 million for research and development services, primarily under the ATTR Co/Co agreement. Through September 30, 2021 , the Company has recognized $ 141.9 million of collaboration revenue under all arrangements, including $ 6.7 million and $ 18.7 million during the three and nine months ended September 30, 2021, respectively, and $ 22.2 million and $ 46.4 million during the three and nine months ended September 30, 2020, respectively, in the condensed consolidated statements of operations and comprehensive loss. This includes $ 2.1 million and $ 3.9 million during the three and nine months ended September 30, 2021, respectively, and $ 1.2 million and $ 9.8 million during the three and nine months ended September 30, 2020, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement. These revenues are offset in part by contra-revenue related to the Hemophilia Co/Co agreements amounting to $ 1.1 million and $ 2.1 million during the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, there was approximately $ 57.1 million of the aggregate transaction price of the Amended Agreements remaining to be recognized, which the Company expects to be recognized during the research term through April 2024. As of September 30, 2021 and December 31, 2020, the Company had accounts receivable of $ 2.1 million related to the Amended Agreements. The Company had deferred revenue of $ 57.1 million and $ 73.9 million as of September 30, 2021 and December 31, 2020, respectively, related to the Amended Agreements. License and Collaboration Agreement with New CAR-T Cell Therapy Company ( “ NewCo ” ) On July 30, 2021 (the “Effective Date”), the Company entered into two agreements with NewCo: (1) a license and collaboration agreement (the “LCA”), under which the Company will collaborate to develop allogeneic universal CAR-T cell therapies and granted NewCo a license to develop and commercialize genome edited universal CAR-T cell therapies (limited to its use with their switchable, universal CAR-T cell UniCAR and RevCAR platforms); and (2) a co-development and co-funding agreement (the “NewCo Co/Co”), under which the Company will co-develop and co-commercialize allogeneic universal CAR-T cell products for an immuno-oncology indication. Scope: The Company granted NewCo an exclusive license to combine the Company’s CRISPR/Cas9 technology platform with NewCo’s switchable, universal CAR-T cell technology platform and made available to NewCo certain know-how and materials. For an eighteen-month period after the Effective Date, the Company will provide to NewCo any improvements with respect to the underlying technology that are developed. For the two-year period immediately following the Effective Date, the Company will perform certain activities, at the Company’s cost and expense, including providing to NewCo certain know-how and materials to enable NewCo to use the Company's CRISPR/Cas9 technology platform, as well as making available employees with requisite knowledge and experience to provide advice and answer questions regarding such know-how and materials for a limited number of hours per year (the “Knowledge Transfer Period”). In addition, the Company and NewCo will collaborate on at least seven universal CAR-T ce ll products that combine the Company's allogeneic T cell technology with NewCo's switchable, universal CAR-T cell technology, referred to as the (“Allo Collaboration”). NewCo will pay the Company to provide supply and manufacturing services for them, including supplying good manufacturing practice CRISPR reagents to support the research and development of all CRISPR Products (as defined in the LCA) under the Allo Collaboration until the completion of the first Pivotal Trial (as defined in the LCA) of the first such CRISPR Product. Financial Terms: In exchange for the license, the Company received a 33.33 % equity interest in NewCo at the time of the initial closing. Governance: The parties formed a joint steering committee (“JSC”), which is responsible for setting research objectives and overseeing the general strategies and research and development activities undertaken by the parties under the LCA. The JSC will meet quarterly until the expiration or termination of the Allo Collaboration. Term and Termination: The term of the Allo Collaboration is from the Effective Date of the LCA until the completion of all activities under the then-current Allo Collaboration with respect to all relevant CRISPR Products. The LCA contains termination provisions, including termination for insolvency, material breach, patent challenge, convenience, and cessation. Co-Development and Co-Promotion Agreement: Under the NewCo Co/Co the parties will co-develop and co-commercialize in the U.S. and key European countries certain allogeneic universal CAR-T products directed to an immuno-oncology target. The Company is the lead commercialization party in the U.S., and NewCo is the lead commercialization party in the European countries. The parties will share equally in the profits and development costs. The Company will have one additional option to enter into a second co-development and co-funding agreement from selected allogeneic universal CAR-T cell therapy products that the parties intend to develop under the Allo Collaboration for a payment of $ 30.0 million to NewCo. Accounting Analysis: The Company concluded that the accounting treatment for the LCA is within the scope of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and its related amendments (collectively known as “ASC 606”) . The Company evaluated the promised goods and services under the LCA and determined that it included one performance obligation: a combined performance obligation including the license to the allogeneic technology, initial know-how and ongoing support services, including participation in the JSC during the two-year Knowledge Transfer Period. The transaction price was determined to be $ 62.9 million, which represents the fair value of the Company's equity stake in NewCo as of the Effective Date. The Company will allocate the full transaction price to the combined performance obligation including the license to allogeneic technology, the JSC, initial-know-how and ongoing support services. The Company will recognize the $62.9 million using a time elapsed input method over the Knowledge Transfer Period, which in management’s judgement, is the best measure of progress towards satisfying the performance obligation as this method provides the most faithful depiction of the entity’s performance in transferring control of the goods and services promised to NewCo. This represents the Company’s best estimate of the obligation, as after this period NewCo will be able to fully benefit from the licensed IP on its own or with readily available resources. Revenue recorded during each period will be eliminated by an amount representing the Company's 33.33 % ownership interest in NewCo at that time, as this represents the intra-entity profit related to the transaction. The Company will re-evaluate the measure of progress in each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. The Company completed the initial transfer of know-how in the third quarter of 2021. The Company recognized $ 125.0 thousand in revenue for the three and nine months ended September 30, 2021 and eliminated $ 62.5 thousand in intra-entity profits, which should be deferred until realized by NewCo. The deferral will be recognized if and when NewCo commercializes a product with the Company's license or abandons the related project. Until such time, the $ 62.5 thousand of revenue is indefinitely deferred and excluded from the results of operations of the Company. As of September 30, 2021 the Company had deferred revenue of $ 62.7 million related to the NewCo LCA. The payments attributable to the supply and manufacturing services are variable and are commensurate with the standalone selling prices of the services, and as such, will be attributed to those services. The Company did not record any consideration related to the supply and manufacturing services during the third quarter of 2021. NewCo Co/Co - Accounting Analysis: The Company concluded that the NewCo Co/Co agreement meets the definition of a collaborative arrangement per ASC 808 , Collaborative Arrangements (“ASC 808”) , which is outside of the scope of ASC 606. Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606. As such, the Company classifies cumulative amounts paid or received under the cost sharing provisions of the NewCo Co/Co as a component of revenues in the condensed consolidated statements of operations and comprehensive loss, to the extent that this does not result in a cumulative “negative revenue” amount, in which case the cumulative shortfall would be reclassified as an expense. The Company has recognized $ 0.2 million in revenues related to the NewCo Co/Co agreement for the three and nine months ended September 30, 2021. Novartis Institutes for BioMedical Research, Inc. In December 2014, the Company entered into a strategic collaboration agreement with Novartis (the “2014 Novartis Agreement”), primarily focused on the research of new ex vivo CRISPR/Cas9-edited therapies using CAR-T cells and hematopoietic stem cells (“HSCs”). The agreement was amended in December 2018 (the “Novartis Amendment”) to also include research on ocular stem cells (“OSCs”). In December 2019, per the terms of the 2014 Novartis Agreement, the research term ended, although the 2014 Novartis Agreement remains in effect, for which the Company will be eligible to receive milestone and royalty payments in the future. In June 2021, the Company entered into Amendment No. 3 (the “Amendment”) to the 2014 Novartis Agreement. The Amendment amends Novartis’ rights with respect to all of the CAR-T Therapeutic Targets (as defined in the 2014 Novartis Agreement) that Novartis selected under the 2014 Novartis Agreement, including (a) making Novartis’ license non-exclusive for such CAR-T Therapeutic Targets, (b) removing Novartis’ diligence and related reporting obligations for such CAR-T Therapeutic Targets, and (c) refining the scope of Novartis’ sublicense rights for such CAR-T Therapeutic Targets. The Company made a one-time payment to Novartis of $ 10.0 million within 30 days after the effective date of the Amendment, which was recorded as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021. Since December 31, 2020, there have been no other material changes to the key terms of the 2014 Novartis Agreement and the Novartis Amendment. For further information on the terms and conditions of these agreements, please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2020. Revenue Recognition – Milestone: In March 2020, the U.S. Food and Drug Administration (“FDA”) accepted the investigational new drug (“IND”) application submitted by Novartis for a CRISPR/Cas9-based engineered cell therapy for the treatment of sickle cell disease. As a result of meeting this milestone, the Company recognized $ 5.0 million as collaboration revenue within the condensed consolidated statement of operations and comprehensive loss. In September 2021, an additional milestone was reached and, as a result, the Company recognized $ 0.3 million as collaboration revenue within the condensed consolidated statement of operations and comprehensive loss. No other milestones under the 2014 Novartis Agreement and the Novartis Amendment were achieved during the three or nine months ended September 30, 2021 or 2020. The Company is eligible to receive additional downstream success-based milestones and royalties. As of September 30, 2021, the Company had a $ 0.3 million account receivable related to the milestone noted above and no deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment. As of December 31, 2020, the Company had no accounts receivable or deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment. |