Royalty Financing Agreement

6 Months Ended

Jun. 30, 2024

11. Royalty Financing Agreement

In October 2022, the Company entered into the Royalty Financing Agreement with OrbiMed. Under the Royalty Financing Agreement, OrbiMed paid the Company $150 million in exchange for the right to receive, on a quarterly basis, royalties in an amount equal to 4% of ARIKAYCE global net sales prior to September 1, 2025 and 4.5% of ARIKAYCE global net sales on or after September 1, 2025, as well as 0.75% of brensocatib global net sales, if approved. In the event that OrbiMed has not received aggregate Revenue Interest Payments of at least $150 million on or prior to March 31, 2028, the Company must make a one-time payment to OrbiMed for the difference between the $150 million and the aggregated Revenue Interest Payments that have been paid. In addition, the royalty rate for ARIKAYCE will be increased beginning March 31, 2028 to the rate which would have resulted in aggregate Revenue Interest Payments as of March 31, 2028 equaling $150 million. The total Revenue Interest Payments payable by the Company to OrbiMed are capped at 1.8x of the purchase price or up to a maximum of 1.9x of the purchase price under certain conditions. Net proceeds from the Royalty Financing Agreement, after deducting the lenders' fees and deal expenses of $3.8 million were, $146.2 million.

The fair value of the Royalty Financing Agreement at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to OrbiMed over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. This liability is being amortized using the effective interest method over the life of the arrangement, in accordance ASC 470, Debt and ASC 835, Interest. The initial annual effective interest rate was determined to be 12.4%. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments to be made to OrbiMed and updates the effective interest rate on a quarterly basis.

The following table shows the activity within the liability account for the six-month period ended June 30, 2024 and year ended December 31, 2023 (in thousands):


	Six Months Ended June 30, 2024		Twelve Months Ended December 31, 2023
Royalty financing agreement liability - beginning balance	$	158,162	$	151,538
Revenue Interest Payments paid and payable	(6,634)		(12,222)
Interest expense recognized	9,715		18,846
Royalty financing agreement liability - ending balance	$	161,243	$	158,162
Royalty financing issuance costs:
Royalty issuance costs, unamortized - beginning balance	$	(3,128)	$	(3,523)
Amortization of issuance costs	262		521
Other	—		(126)
Deferred issuance costs, unamortized - ending balance	$	(2,866)	$	(3,128)
Royalty Financing Agreement	$	158,377	$	155,034

The Revenue Interest Payments payable in connection with the royalty financing agreement were $3.6 million and $3.3 million as of June 30, 2024 and December 31, 2023, respectively, which were recorded within accounts payable and accrued expenses on the consolidated balance sheet. Non-cash interest expense is recorded within interest expense in the consolidated statements of comprehensive loss.