Revenues | Note 5. Revenues The following table summarizes our revenues by collaboration, category of revenue, and the method of recognition (in millions): Year Ended December 31, Over time Point in time 2022 2021 2020 Gilead Collaboration License to domvanalimab * $ - $ 329 $ - License to zimberelimab * - - 55 License and R&D services * 74 1 - Access rights * 33 31 16 Taiho Collaboration License to domvanalimab * - 15 - Access rights * 5 7 7 Total revenues $ 112 $ 383 $ 78 Revenues from Gilead accounted for 96 % , 94 % and 91 % of Total revenues for the years ended December 31, 2022, 2021 and 2020, respectively. The following table summarizes the revenue recognized as a result of changes in the deferred revenue balance (in millions) : Year Ended December 31, 2022 2021 2020 Revenue recognized from amounts in deferred revenue at the beginning of the period $ 112 $ 202 $ 7 Revenue from the Gilead Collaboration Agreement We determined that the Amended Gilead Collaboration Agreement (see Note 3, Related party - Gilead Sciences, Inc., for more information) represented a contract modification and at the amendment closing date of December 21, 2021, we allocated the transaction price to the new and remaining performance obligations. The following table summarizes the transaction price and the allocation of the transaction price to the performance obligations (in millions): Transaction price Amount Deferred revenues as of December 21, 2021 $ 165 Option payment for Domvanalimab 275 Option payment for Etrumadenant 250 Option payment for Quemliclustat 200 Total transaction price $ 890 Allocation to performance obligations Distinct Combined Amount Domvanalimab - License * $ 329 Domvanalimab - R&D services * 34 Etrumadenant - License and R&D services * 219 Quemliclustat - License and R&D services * 176 Zimberelimab - R&D and commercial services * 11 Access rights * 84 Option continuation periods * 37 Total allocated transaction price $ 890 Our assessment of the transaction price for the Amended Gilead Collaboration Agreement included an analysis of amounts we expected to receive, which at contract inception consisted of the upfront cash payment of $ 725 million, as well as amounts totaling $ 165 million deferred from the original Gilead transaction. This excludes the $ 100 million option continuation payment that was eliminated in the amendment. We determined the entire $ 890 million to be the allocable transaction price as of the amendment closing date, due to the history of timely payments by Gilead including the receipt of $ 725 million in January 2022. We had $ 452 million and $ 559 million of deferred revenue remaining on our Consolidated Balance Sheets related to this collaboration at December 31, 2022 and December 31, 2021, respectively, allocated between current and noncurrent based on the expected timing of future recognition. Total revenues recognized during the year ended December 31, 2022 includes cumulative catch-up revenue of $ 4 million , due to changes in the total estimated percentage of completion and management's estimated total effort to be incurred in the future to satisfy the performance obligations, primarily related to revised clinical trial assumptions for R&D and commercial activities. This cumulative catch-up reduced net loss per share in the year ended December 31, 2022 by $ 0.06 . We accounted for each performance obligation as follows: Domvanalimab – License Under the Gilead Collaboration Agreement, Gilead obtained an option to the exclusive rights to our anti-TIGIT program, including domvanalimab and AB308, in exchange for an option payment of $ 275 million, if exercised. Prior to the closing of the Amended Gilead Collaboration Agreement, we had $ 37 million of deferred revenue on our Consolidated Balance Sheet related to this performance obligation. Effective December 2021, under the Amended Gilead Collaboration Agreement, Gilead exercised the option and obtained an exclusive license to domvanalimab. We determined that this license was distinct based on an evaluation of the delivery of the license, noting that the program was in the later stages of development and it met the criteria for being distinct from the R&D services required under the Amended Gilead Collaboration Agreement. Specifically, the domvanalimab program was in a Phase 3 clinical trial at the time that Gilead acquired the license and the Company concluded that: (i) the R&D services for such later-stage, Phase 3 IP, primarily involved validating the drug’s efficacy, and (ii) the ongoing R&D services do not significantly modify or customize the drug compound such that the IP is not significantly different at the end of the arrangement as a result of the services. We determined the standalone selling price of this license using a discounted cash flow method. We recognized as revenue the full $ 329 million of the allocated transaction price in the year ended December 31, 2021. Domvanalimab – R&D services We determined that we retain a separate performance obligation to perform further R&D services for Gilead related to domvanalimab. The standalone selling price of this obligation was determined using an expected cost-plus margin approach. We recognize the amounts allocated to these services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated total effort for the program. We recognized $ 5 million in license and R&D services revenue in the year ended December 31, 2022 and no revenue was recognized in 2021 as the R&D services had not yet commenced. At December 31, 2022 we had $ 30 million of deferred revenue remaining on our Consolidated Balance Sheet related to this performance obligation. Etrumadenant – License and R&D services Under the Gilead Collaboration Agreement Gilead obtained an option to the exclusive rights to our adenosine receptor program, etrumadenant, in exchange for an option payment of $ 250 million, if exercised. Prior to the closing of the Amended Gilead Collaboration Agreement, we had $ 127 million of deferred revenue on our Consolidated Balance Sheet related to this performance obligation. Effective December 2021, under the Amended Gilead Collaboration Agreement, Gilead exercised the option and obtained an exclusive license to etrumadenant and we were also obligated to perform further R&D services for Gilead related to etrumadenant. We determined that the license and R&D services were combined based on an evaluation of the delivery of the license, due to the early stage of the technology and the specialized nature of our know-how. We determined the standalone selling price of the license using a discounted cash flow method and the R&D services using an expected cost-plus margin approach. We recognize the amounts allocated to the combined license and services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated total effort for the program. We recognized $ 34 million in license and R&D services revenue in the year ended December 31, 2022 and no revenue was recognized in 2021 as the R&D services had not yet commenced. At December 31, 2022 we had $ 185 million of deferred revenue remaining on our Consolidated Balance Sheet related to this performance obligation. Quemliclustat – License and R&D services Under the Gilead Collaboration Agreement Gilead obtained an option to the exclusive rights to the Company's CD73 program, quemliclustat, in exchange for an option payment of $ 200 million, if exercised. Prior to the closing of the Amended Gilead Collaboration Agreement, we had no deferred revenue on our Consolidated Balance Sheet related to this performance obligation. Effective December 2021, under the Amended Gilead Collaboration Agreement, Gilead exercised the option and obtained an exclusive license to quemliclustat and we were also obligated to perform further R&D services for Gilead related to quemliclustat. We determined that the license and R&D services were combined based on an evaluation of the delivery of the license, due to the early stage of the technology and the specialized nature of our know-how. We determined the standalone selling price of the license using a discounted cash flow method and the R&D services using an expected cost-plus margin approach. We recognize the amounts allocated to the combined license and services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated total effort for the program. We recognized $ 26 million in license and R&D services revenue in the year ended December 31, 2022 and no revenue was recognized in 2021 as the R&D services had not yet commenced. At December 31, 2022 we had $ 149 million of deferred revenue remaining on our Consolidated Balance Sheet related to this performance obligation. Zimberelimab – License Effective July 2020, under the Gilead Collaboration Agreement, Gilead obtained an exclusive license to zimberelimab. We determined that this license was distinct based on an evaluation of the delivery of the license, noting that the program was in the later stages of development and it met the criteria for being distinct from the R&D services required under the Gilead Collaboration Agreement. We determined the standalone selling price of this license using a discounted cash flow method. We recognized the full $ 55 million of the allocated transaction price as revenue in the year ended December 31, 2020. Zimberelimab – R&D and commercialization services We determined that we retained separate performance obligations to perform further R&D and commercialization services for Gilead related to zimberelimab, as a monotherapy and in combination with other agents. Prior to the closing of the Amended Gilead Collaboration Agreement, we had $ 10 million of deferred revenue on our Consolidated Balance Sheet, related to these performance obligations. The standalone selling price of these obligations were determined using an expected cost-plus margin approach. We recognize the amounts allocated to these services as the performance obligations are satisfied, calculated as an estimated percentage of completion based on management's estimated total effort for the program. We recognized $ 9 million and $ 1 million for R&D and commercialization services in the year ended December 31, 2022 and 2021, respectively. At December 31, 2022, we had $ 1 million of deferred revenue remaining on our Consolidated Balance Sheet related to these performance obligations. Access rights and option continuation periods Under the Amended Gilead Collaboration Agreement, Gilead has exclusive access to our current programs as well as the future programs for a period of ten years , contingent upon option continuation payments totaling $ 300 million, consisting of a $ 100 million payment on each of the fourth, sixth, and eighth anniversaries of the agreement. Prior to the closing of the Amended Gilead Collaboration Agreement, we had $ 92 million deferred revenue on our Consolidated Balance Sheet related to this performance obligation. The standalone selling price of this ongoing R&D pipeline access was determined using an expected cost-plus margin approach. We use a time-elapsed input method to measure progress toward satisfying this obligation, which is the method we believe most faithfully depicts the Company’s performance in transferring the promised services during the time period in which Gilead has access to our R&D pipeline. Accordingly, the revenue allocated to this performance obligation is being recognized using this input method over the minimum four-year period. We determined that Gilead is not obligated to pay the remaining $ 300 million due over the remainder of the term and excluded these payments from the transaction price. Failure to pay the non-obligatory option continuation payments will result in Gilead’s loss of certain rights to access and obtain licenses to the programs arising from our R&D pipeline. We recognized as revenue $ 33 million , $ 31 million and $ 16 million associated with this obligation in the years ended December 31, 2022, 2021 and 2020, respectively under the Gilead Collaboration Agreement and the Amended Gilead Collaboration Agreement. At December 31, 2022, we had $ 87 million of deferred revenue on our Consolidated Balance Sheet related to this performance obligation. Capitalized costs to obtain a contract We incurred $ 7 million in costs to obtain the Gilead Agreements in 2020, which consisted of consultant and legal fees. We determined that $ 2 million of these costs were related to the Stock Purchase Agreement which were recognized as offering costs and we allocated the remaining costs to the various performance obligations, to be recognized as the underlying performance obligation is satisfied and revenue is recognized. We incurred $ 4 million in costs to obtain the Amended Gilead Collaboration Agreement in 2021, which consisted of fees to a third party. These fees were combined with the $ 4 million of capitalized fees that remained from the original agreement at the amendment closing date, and the total $ 8 million was allocated to the performance obligations identified under the Amended Gilead Collaboration Agreement, to be recognized as expense as the underlying performance obligation is satisfied and revenue is recognized. For the years ended December 31, 2022, 2021 and 2020, we recognized expense related to these capitalized costs of $ 1 million , $ 4 million and $ 1 million, respectively, which was recorded in G&A expense. As of December 31, 2022, we had $ 4 million in capitalized costs to obtain the contract, of which $ 1 million was recorded as Prepaid and other current assets and $ 3 million was recorded as Other noncurrent assets in our Consolidated Balance Sheet. |