Related-Party Transactions | 8. Related-Party Transactions Collaboration and License Agreements Janssen Pharmaceuticals, Inc. On January 30, 2019, the Company entered into a Collaboration Agreement with Janssen for the research, development and commercialization of gene therapies for the treatment of IRDs. Under the agreement, Janssen paid the Company a non-refundable upfront fee of $100.0 million. Janssen and the Company will collaborate to develop the Company’s current clinical programs in retinitis pigmentosa and two genetic forms of achromatopsia, and Janssen has the exclusive right to commercialize these three product candidates (“Clinical IRD Product Candidates”) globally. Pursuant to the Collaboration Agreement, the Company and Janssen also agreed on a research collaboration to develop a pipeline of preclinical inherited retinal disease gene therapy candidates (“Research IRD Product Candidates”). The parties will select and prioritize the Research IRD Product Candidates and Janssen has the right to opt-in for a fee for each of the specified targets (each an “Option Target”) to obtain certain development, manufacturing and commercialization rights for the Research IRD Product Candidates. Unless terminated earlier under certain termination clauses, the Collaboration Agreement will continue in effect, on a product-by-product and country-by-country basis, until such time as the royalty terms expire in such country. The Company has determined enforceable rights exist in the Collaboration Agreement as the termination clauses are substantive termination penalties by way of the non-refundable upfront fee and the reversion of any licensed intellectual property granted to Janssen upon the termination of the agreement. On February 27, 2019, in connection with a private placement, the Company issued 2,898,550 ordinary shares to Johnson & Johnson Innovation – JJDC, Inc. (“JJDC”), the investment arm of Johnson and Johnson and owner of Janssen, on the same terms and conditions as the other investors in the offering. After the offering, JJDC became a related party. Clinical IRD Product Candidates Under the Collaboration Agreement, the Company and Janssen will jointly develop Clinical IRD Product Candidates to permit Janssen to commercialize such Clinical IRD Product Candidates under an exclusive license from the Company. In general, the Company will have the primary responsibility to develop each Clinical IRD Product Candidate in accordance with the development plan for each Clinical IRD Product Candidate, including where applicable, conducting any necessary research in order to submit the applicable regulatory filings to regulatory authorities. The Company will manufacture these products in its cGMP manufacturing facility for both clinical and commercial supply. Janssen will pay 100% of the clinical and commercialization costs of the products and the Company is eligible to receive untiered 20% royalties on net sales of products and additional development and commercialization milestones up to $340.0 million. Research IRD Product Candidates Under the Collaboration Agreement, the Company and Janssen will collaborate to develop Research IRD Product Candidates, with Janssen paying for the majority of the research costs. Janssen has the right to exclusively license any product coming out of the collaboration at the time of an investigational new drug application (“IND”) for an additional fee for each Research IRD Product Candidate. Janssen will then pay 100% of the clinical and commercialization costs for these Research IRD Product Candidates and the Company will receive an untiered royalty on net sales in the high teens as well as development milestones for each Research IRD Product Candidate. Revenue Recognition under the Collaboration Agreement The Collaboration Agreement is accounted for under ASC 808, however, ASC 808 does not address recognition or measurement matters. Therefore, the Company will account for the recognition and measurement of consideration under ASC 606. In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company evaluated the potential performance obligations in the contract, which included the exclusive license to Clinical IRD Product Candidates, the research, development and manufacturing services (“the services”), and the participation in various joint committees and determined that none of the performance obligations by themselves were distinct. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. The services, when combined with the licenses, represent a bundle and should be accounted for as a single performance obligation due to the relevance of the services to the value of the early-stage license and the potential for the intellectual property to be significantly modified during the services period. The Company also evaluated whether or not the right to purchase exclusive option rights for specified Research IRD Product Candidates represents future performance obligations and concluded that these represent a separate buyer decision at market rates, rather than a material right performance obligation. As such, these options have been excluded from the initial allocation of transaction price and the Company will account for these options as separate contracts when and if Janssen elects to exercise the options. Under ASC 606, the Company recognized collaboration revenue using the cost-to-cost input method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the combined performance obligation by the potential product candidate. Under this method, revenue is being recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price includes variable consideration subject to constraints. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration to be included in the transaction price will be updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion will be recognized as that portion is satisfied over time. Under ASC 606 the Company accounts for (i) the licenses it conveyed with respect to the Clinical IRD Product Candidates and (ii) its obligations to perform services as a single performance obligation under the Collaboration Agreement with Janssen on a product candidate basis. Janssen’s right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights are accounted for separately as they do not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Janssen, the contract promises associated with an Option Target would use a separate cost-to-cost model for purposes of revenue recognition under ASC 606. In 2019, the Company received a $100.0 million non-refundable upfront fee from Janssen and allocated this amount plus other variable consideration not subject to constraint to each identified performance obligation using a combination of methods allowable under ASC 606. The Company applies the practical expedient in Topic 606 and does not include disclosures regarding amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. This variable consideration includes expected reimbursement of research and development costs. During the three-month periods ended September 30, 2021 and 2020, the Company recognized $6.9 million and $5.1 million, respectively, of the deferred revenue – related party as license revenue. During the nine-month periods ended September 30, 2021 and 2020, the Company recognized $16.7 million and $11.8 million, respectively, of the deferred revenue – related party as license revenue. The Company also recognized $16.9 million and $16.2 million during the three-month periods ended September 30, 2021 and 2020, respectively, related to the reimbursement of research and development expenses, which were recorded as an offset to research and development expenses. The Company also recognized $47.1 million and $40.8 million during the nine-month periods ended September 30, 2021 and 2020, respectively, related to the reimbursement of research and development expenses, which were recorded as an offset to research and development expenses. As of September 30, 2021, the Company expects to recognize the remaining $55.5 million in deferred revenue associated with the non-refundable upfront fee over the estimated research and development period using the cost-to-cost input method over an estimated period of approximately 3.75 A summary of the deferred revenue recognition is as follows (in thousands): Deferred revenue at December 31, 2019 $ 86,214 Deferred revenue recognized as license revenue during the year ended December 31, 2020 (15,563) Effects of exchange rate 2,191 Deferred revenue at December 31, 2020 72,842 Deferred revenue recognized as license revenue during the nine-month period ended September 30, 2021 (16,658) Effects of exchange rate (693) Deferred revenue at September 30, 2021 $ 55,491 Research Agreements The Company is a party to several master services agreements with UCL Consultants Limited, an entity affiliated with University College of London (“UCL”), which is a shareholder of the Company. Pursuant to task orders to the master services agreements, UCL Consultants Limited provides clinical and pre-clinical research and development under the direction of the Company. Total research and development expenses under these agreements for the three-month periods ended September 30, 2021 and 2020 were approximately $0.3 million and $0.3 million, respectively. Total research and development expenses under these agreements for the nine-month periods ended September 30, 2021 and 2020 were approximately $0.7 million and $0.7 million, respectively. Future obligations under the agreements as of September 30, 2021 amounted to $0.4 million. The amount due to UCL under the master services agreements at September 30, 2021 and December 31, 2020 is $0.4 million and $0.3 million, respectively, and is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. License Agreement Effective February 4, 2015, the Company entered into an exclusive worldwide license agreement with UCL Business, PLC (“UCL Business”) to develop up to eight programs using certain ocular gene therapy technology. Under the terms of the agreement, the Company had agreed to pay UCL Business certain sales milestone payments, if achieved, in the aggregate amount of £39.8 million, or approximately $53.6 million using the exchange rate at September 30, 2021, and royalties on net sales, as defined upon commercialization. Additionally, the Company is responsible for all patent prosecution and maintenance costs incurred and has also agreed to pay UCL Business an annual maintenance fee of £0.05 million, or approximately $0.07 million, until the first commercial sale of a product. The agreement terminates upon the later of (i) the last valid claim in a relevant product, (ii) the expiration of regulatory exclusivity to all licensed products, or (iii) the 10 th anniversary of the first commercial sale of a product. On July 28, 2017, March 15, 2018 and September 7, 2018, the Company entered into additional exclusive worldwide license agreements with UCL Business under the same terms as the February 4, 2015 worldwide license agreement. In January and February 2019, the Company amended and restated the following agreements: (i) the License Agreement, dated February 4, 2015, as amended, between the Company and UCL Business; (ii) the License Agreement, dated July 28, 2017, as amended, between the Company and UCL Business; and (iii) the License Agreement, dated March 15, 2018, between the Company and UCL Business to establish new stand-alone license agreements for the following inherited retinal disease programs: (a) achromatopsia (“ACHM”) caused by mutations in CNGB3 CNGA3 RPE65 The Company’s obligation to pay UCL Business a share of certain sublicensing revenues, as was provided under the February 4, 2015 agreement, has been removed from each of the stand-alone agreements with respect to the IRD programs listed above. Each of the stand-alone agreements now reflects terms substantially similar to those of the February 4, 2015 agreement. Additionally, under the new stand-alone agreement related to CNGB3 the Company paid UCL Business an upfront payment of £1.5 million, or approximately $2.0 million, and issued 158,832 of the Company’s ordinary shares, which were valued at £1.5 million, or approximately $2.0 million. Effective March 23, 2020, the Company entered into another worldwide license agreement with UCL Business, to develop an additional ocular gene therapy technology. Under the terms of the agreement, the Company agreed to pay UCL Business certain development and sales milestone payments, if achieved, in the aggregate amount of $39.3 million and royalties on net sales, as defined upon commercialization. Additionally, the Company is responsible for all patent prosecution and maintenance costs incurred and also agreed to pay UCL Business an upfront payment of $0.05 million and an annual maintenance fee of $0.03 million until the first commercial sale of a product. The agreement terminates upon the later of (i) the last valid claim in a relevant product, or (ii) the 10 th anniversary of the first commercial sale of a product. The Company incurred research and development expenses under the agreements in the amount of $0.06 million and $0 during the three-month periods ended September 30, 2021 and 2020, respectively. The Company incurred research and development expenses under the agreements in the amount of $0.4 million and $0.2 million during the nine-month periods ended September 30, 2021 and 2020, respectively. Leases ARE Lease Effective July 1, 2016, the Company entered into a non-cancellable operating lease (the “ARE Lease”) for laboratory and related office facilities in New York with ARE-East River Science Park, LLC (“ARE”). The ARE Lease provided for monthly base rent and property management fees, including rent escalations and rent holidays, plus operating expenses during the lease term, which was scheduled to expire on December 31, 2021. The Company recorded monthly rent expense on a straight-line basis from July 1, 2016 through February 29, 2020, the date the ARE Lease was terminated as described below. On January 28, 2020, the Company and ARE mutually agreed to terminate the lease with no further obligation for either party effective as of February 29, 2020. Accordingly, the remaining right of use asset and operating lease liability in the amount of $0.9 million and $1.0 million, respectively, was written off which resulted in a gain of $0.1 million. The Company did not incur any rent expense under this operating lease for the three-month periods ended September 30, 2021 and 2020. The rent expense under this operating lease was $0 and $0.1 million for the nine-month periods ended September 30, 2021 and 2020, respectively. ARE Vivarium Lease Effective May 1, 2019, the Company entered into an operating lease for vivarium space with ARE, which was subsequently amended to add additional space within the vivarium. The initial lease had a term of twelve months which automatically renews on an annual basis. The rent expense under this operating lease was $0.03 million and $0.01 million for the three-month periods ended September 30, 2021 and 2020, respectively, which are included in loss from operations. The rent expense under this operating lease was $0.05 million and $0.02 million for the nine-month periods ended September 30, 2021 and 2020, respectively, which are included in loss from operations. The Company made cash payments to ARE in connection with this operating lease in the amount of $0.01 million and $0.01 million during the three-month periods ended September 30, 2021 and 2020, respectively. The Company made cash payments to ARE in connection with this operating lease in the amount of $0.05 million and $0.02 million during the nine-month periods ended September 30, 2021 and 2020, respectively. There were no amounts due to ARE under this operating lease at September 30, 2021 and December 31, 2020. Kadmon Lease The Company leases office space on a month-to-month basis from Kadmon Corporation, LLC (“Kadmon”). During the three-month periods ended September, 2021 and 2020, the Company incurred and paid rent charges from Kadmon in the amount of $0.2 million and $0.2 million, respectively, which are included in loss from operations. During the nine-month periods ended September 30, 2021 and 2020, the Company incurred and paid rent charges from Kadmon in the amount of $0.5 and $0.4 million, respectively, which are included in loss from operations. This lease has been terminated effective November 12, 2021. |