Commitments and Contingencies | 13. Commitments and Contingencies In-License Agreements The Company is party to a number of licensing agreements most of which are with related parties. These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including influenza, cancer, HPV, HBV and MERS. The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 to 5% for direct sales of a covered product to 3 to 7% of net payments received for allowable sublicenses of technology developed by the Company. The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company. The Company has not made any material payments under these license agreements during the periods ended March 31, 2022 and March 31, 2021. Leases The Company leases certain laboratory and office space under operating leases, which are described below. The Oxford Science Park, Oxford The Company leases an office and laboratory space from a related party in Oxford, England under an operating lease with a contractual term expiring in 2028. The lease does not contain renewal terms. Variable payments include amounts due to the lessor for additional services and cost reimbursements. On February 1, 2022 the Company gave notice to terminate The Oxford Science Park lease. The lease will be terminated on July 30, 2022, by which date the Company will have relocated its corporate headquarters from Oxford to The Harwell Science and Innovation Campus, Oxfordshire. The Harwell Science and Innovation Campus, Oxfordshire On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet in Harwell, Oxfordshire which expires in September 2031. The Company intends to use the property as its corporate headquarters. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date, being the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company has provided the lessor with a refundable security deposit of $702 thousand (£534 thousand) which is included in Other assets. The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term. The Company’s right-of-use asset and lease liability are as follows (in thousands): March 31, December 31, 2022 2021 Right-of-use asset $ 6,699 $ 7,257 Lease liability, current 331 523 Lease liability, noncurrent 6,404 6,540 Weighted average remaining lease term (years) 9.35 9.45 Weighted average discount rate 8.0 % 7.9 % Other information Three months ended March 31, 2022 2021 Short-term lease expense 101 — Operating cash flows from operating leases $ 307 $ 81 During the three months ended March 31, 2022, the Company recorded $488 thousand (three months ended March 31, 2021: $92 thousand) in operating lease costs (including short-term lease expense and variable lease costs). Future annual minimum lease payments under operating leases as of March 31, 2022 were as follows (in thousands): 6.00 . Remainder of 2022 $ 327 2023 472 2024 1,170 2025 1,170 2026 1,170 Thereafter 5,470 Total minimum lease payments $ 9,779 Less: imputed interest (3,044) Total lease liability $ 6,735 During the current period, we recognized an asset retirement obligation (“ARO”) for leasehold improvements in relation to the Harwell Science and Innovation Campus premises where in accordance with the terms of the lease, the Company has to restore part of the building upon vacating the premises. The ARO liability totaled $434 thousand and $Nil as of March 31, 2022 and December 31, 2021, respectively and are included in other non-current liabilities on the condensed consolidated balance sheets. Other contingencies The Company is a party in various contractual disputes, litigation, and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations. |