Commitments and Contingencies | Note 9. Commitments and Contingencies Leases The Company entered into an agreement to lease approximately 7,050 square feet of office space in Boston, Massachusetts (“Arch Street Original Premises”) that began in December 2018 and had an original expiry in February 2023 . In January 2020, the Company entered into an amended agreement (“Amended Arch Street Lease Agreement”) to gain access to approximately 4,175 square feet of additional office space (“Arch Street Expansion Premises”) beginning in March 2020, and to extend the maturity of the agreement for the Arch Street Original Premises to December 2023 . The Amended Arch Street Lease Agreement provides for future minimum annual rental payments as defined within the agreement. Under the terms of the Amended Arch Street Lease Agreement, the Company is required to maintain a cash balance of $ 0.2 million to secure a letter of credit associated with this lease. The amount was classified as restricted cash in the consolidated balance sheets as of June 30, 2022 and December 31, 2021 . The Amended Arch Street Lease Agreement also provides for approximately $ 0.1 million in leasehold incentives which may be applied to base rent or improvements to the Arch Street Expansion Premises, subject to limitations. The Company determined the Amended Arch Street Lease Agreement represented a lease modification, and the Arch Street Original Premises and Arch Street Expansion Premises were identified as separate lease components. The extension of maturity with respect to the Arch Street Original Premises was treated as a modification not accounted for as a separate contract, in which the lease classification was reassessed, and the lease liability was remeasured. The effect of the remeasurement, in the amount of $ 0.4 million, was recorded as an adjustment to the right-of-use (“ROU”) lease asset as of February 1, 2020, the effective date of the modification. The addition of the Arch Street Expansion Premises was accounted for as a separate contract which granted the Company an additional right of use not included in the original lease, in which the lease payments increased commensurate with the standalone price for the additional right of use. As the leasehold incentives were not paid or payable at commencement, the Company will account for the incentives once the contingency is resolved. In February 2020, the Company entered into an agreement to lease approximately 5,050 square feet of office space, and furniture within the office space, in Carmel, Indiana (“Indiana Lease Agreement”), which began in June 2020 and expires in July 2023 , with the option to renew for an additional three-year term. In addition, the agreement provides an option to purchase the office furniture at the expiration of the agreement. The office space and office furniture within the Indiana Lease Agreement were each determined to represent separate lease components. Consideration for the contract was allocated to each lease component based on their relative stand-alone selling price. The options to renew the lease for an additional three-year term as well as purchase the office furniture at the expiration of the agreement were excluded from the determination of lease liabilities arising from obtaining the ROU assets, as they were not considered probable of being exercised at commencement. In March 2021, the Company entered into an agreement (“High Street Lease”) to sublease from a third party approximately 25,445 square feet of office space in Boston, Massachusetts, beginning on April 1, 2021 and expiring December 31, 2025 . The initial fixed rental rate is $ 60 per rentable square foot of the premises per annum and will increase at a rate of $ 1 per rentable square foot each year, with base rent first becoming due on July 1, 2021 . Upon signing of the High Street Lease, the Company was also required to pay the first full monthly installment of base rent of $ 0.1 million and a security deposit of $ 0.4 million. The security deposit was recorded within other non-current assets on the consolidated balance sheets as of June 30, 2022 and December 31, 2021. The first monthly installment was included as an adjustment to the ROU asset recognized upon commencement of the lease. The Company recognized an ROU asset and corresponding lease liability of approximately $ 6.2 million and $ 6.0 million, respectively, on its consolidated balance sheet as of April 1, 2021, upon commencement of the High Street Lease. For each of the lease agreements entered into or modified, the Company identified certain non-lease components. Lease and non-lease components were combined into a single lease component. In addition, all identified leases were assessed as operating leases. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment, in determining the present value of lease payments for each identified lease at the lease commencement date. Simultaneous with the High Street Lease, the Company entered into an agreement (“Arch Street Original Premises Sublease”) to sublease approximately 7,050 square feet of its former Arch Street Boston headquarters to a third party from July 1, 2021 through the remainder of its current lease term, which ends on December 31, 2023 . The initial fixed rental rate is $ 59 per rentable square foot of the premises per annum, and will increase at a rate of 2 % per year, with base rent first becoming due on October 1, 2021. Upon signing of the Arch Street Original Premises Sublease, the agreement required a security deposit of $ 0.1 million which has been recorded within restricted cash on the consolidated balance sheet as of June 30, 2022. On April 30, 2021, the Company entered into an agreement ("First Expansion Premises Sublease") to sublease approximately 1,751 square feet of the Arch Street Expansion Premises to another third party from June 1, 2021 through the remainder of its current lease term, which ends on December 31, 2023 . The initial fixed rental rate is $ 61 per rentable square foot per annum and will increase at a rate of 2 % per year, with base rent commencing on June 1, 2021. On January 21, 2022, the Company entered into an agreement ("Second Expansion Premises Sublease") to sublease approximately 2,422 square feet of its Arch Street Expansion Premises to a third party from February 7, 2022 through the remainder of its current lease term, which ends on December 31, 2023 . The fixed rental rate is $ 45 per rentable square foot per annum, with base rent commencing on April 7, 2022. The components of lease cost were as follows (dollar amounts in thousands): Six Months Ended 2022 2021 Lease Cost Operating lease cost $ 1,075 $ 748 Short-term lease cost — — Sublease income ( 286 ) ( 9 ) Total lease cost $ 789 $ 739 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 1,269 $ 490 Operating lease liabilities arising from obtaining right-of-use assets — 6,040 Weighted-average remaining lease term 3.06 years 3.95 years Weighted-average discount rate 5.88 % 5.91 % The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities and a reconciliation to present value of lease liabilities as of June 30, 2022 (in thousands): Year ended: December 31, 2022 $ 1,278 December 31, 2023 2,520 December 31, 2024 1,597 December 31, 2025 1,622 Total future minimum lease payments 7,017 Less imputed interest ( 580 ) Present value of lease liabilities $ 6,437 The following summarizes the annual undiscounted cash flows to be received from subleases as of June 30, 2022 (in thousands): Year ended: December 31, 2022 $ 321 December 31, 2023 648 Total future sublease payments to be received $ 969 Historically, all Company assets and liabilities belonged to a single corporate office asset group. The circumstances described above triggered a reassessment of asset grouping, such that the ROU assets associated with the Arch Street Original Premises and Arch Street Expansion Premises had their own separately identifiable cash flows and therefore their own separate asset grouping. Sublease income associated with the Arch Street office space is projected to be lower than lease payments owed by the Company for this space, and therefore impairment was indicated for this new asset group. The carrying value of these ROU assets immediately before impairment was $ 2.0 million, and the fair value of these operating lease ROU assets immediately subsequent to the impairment, calculated as the present value of the estimated future cash flows attributable to the assets, was $ 1.3 million. The Company recognized approximately $ 0.7 million in impairment losses on ROU assets within other income (loss) on the statement of operations for the six months ended June 30, 2021. Intellectual Property License with Eli Lilly and Company In May 2012, the Company entered into an exclusive license agreement (the “Lilly License Agreement”), with Eli Lilly and Company (“Eli Lilly”), pursuant to which Eli Lilly assigned to the Company all of its rights to certain patents (now expired), regulatory documentation, data records and materials related to xanomeline. The Company is also entitled to sublicense or otherwise transfer the rights granted in connection with the Lilly License Agreement. Under the Lilly License Agreement, the Company is obligated to use commercially reasonable efforts to develop, manufacture, commercialize and seek and maintain regulatory approval for xanomeline, in any formulation, for use in humans. The Company paid Eli Lilly an upfront payment of $ 0.1 million and has agreed to make milestone payments to Eli Lilly of up to an aggregate of $ 16 million upon the achievement of specified regulatory milestones and up to an aggregate of $ 54 million in commercial milestones. In addition, the Company is obligated to pay Eli Lilly tiered royalties, at rates in the low to mid single-digit percentages, on the worldwide net sales of any commercialized product on a country-by-country basis until the expiration of the applicable royalty term, which is the longer of six years from the date of first commercial sale of each licensed product within a country or data package exclusivity in such country. During the royalty term, Eli Lilly is prohibited from granting any third party rights to the patents, regulatory documentation, data records and materials that have been licensed to the Company under the Lilly License Agreement. The Lilly License Agreement will expire on the later of (i) the expiration of the last-to-expire royalty term on a licensed product-by-licensed product basis or (ii) the date on which the Company has made all milestone payments pursuant to the terms of the Lilly License Agreement, unless terminated earlier by the parties. In no event will the term of the Lilly License Agreement exceed 15 years past the anniversary of the first commercial sale of a xanomeline product. The Company may terminate the Lilly License Agreement for any reason with proper prior notice to Eli Lilly. Either party may terminate the Lilly License Agreement upon an uncured material breach by the other party. The initial upfront payment of $ 0.1 million was expensed when incurred in May 2012. As of June 30, 2022 , no regulatory or commercial milestones have been reached and, accordingly, no milestone payments have been made. Intellectual Property License with PureTech Health In March 2011, the Company entered into an exclusive license agreement (the “Patent License Agreement”) with PureTech Health, pursuant to which PureTech Health granted the Company an exclusive license to patent rights relating to combinations of a muscarinic activator with a muscarinic inhibitor for the treatment of central nervous system disorders. In connection with the Patent License Agreement, the Company has agreed to make milestone payments to PureTech Health of up to an aggregate of $ 10 million upon the achievement of specified development and regulatory milestones. In addition, the Company is obligated to pay PureTech Health low single-digit royalties on the worldwide net sales of any commercialized product covered by the licenses granted under the Patent License Agreement. In the event that the Company sublicenses any of the patent rights granted under the Patent License Agreement, the Company will be obligated to pay PureTech Health royalties within the range of 15 % to 25 % on any income the Company receives from the sublicensee, excluding royalties. The Company may terminate the Patent License Agreement for any reason with proper prior notice to PureTech Health. Either party may terminate the Patent License Agreement upon an uncured material breach by the other party. During the year ended December 31, 2021, the Company paid less than $ 0.1 million in sublicense income associated with the Zai License Agreement to PureTech Health. In December 2020, the Company paid $ 2.0 million to PureTech Health, having reached the milestone of Phase 3 clinical trial commencement. As of June 30, 2022, the remaining development and regulatory milestone payments under the Patent License Agreement total up to $ 8.0 million. The Company had no outstanding liabilities to PureTech Health related to the Patent License Agreement as of June 30, 2022 and December 31, 2021. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Litigation The Company is no t a party to any litigation and does not have contingency reserves established for any litigation liabilities as of June 30, 2022 . |