Under the Harvard License Agreement, Harvard is entitled to receive success payments, in cash or shares of Company stock, determined based upon the achievement of specified multiples of the initial weighted average value of the Company’s Series A Preferred Stock at specified valuation dates. The success payments range from $5.0 million to a maximum of $105.0 million and have valuation multiples that range from 5 times to 40 times the initial weighted average value of the Series A Preferred Stock. Subsequent to the Company’s IPO, the amount of success payments is based on the market value of the Company’s common stock.

The Company is required to make success payments to Harvard during a period of time, or the Harvard Success Payment Period, which has been determined to be the later of (1) the ninth anniversary of the Harvard License Agreement or (2) the earlier of (a) the twelfth anniversary of the Harvard License Agreement and (b) the third anniversary of the first date on which a licensed product receives regulatory approval in the United States. During the Harvard Success Payment Period and beginning one year after the Company’s IPO, the Company will perform a calculation of any amounts owed to Harvard on each rolling 90-day period.

In May 2021, the first success payment measurement occurred and amounts due to Harvard were calculated to be $15.0 million. The Company elected to make the payment in shares of the Company’s common stock and issued 174,825 shares of the Company’s common stock to settle this liability on June 10, 2021. The Company may owe Harvard success payments of up to an additional $90.0 million. As of September 30, 2022, no success payments were due to Harvard.

The following table summarizes the Company’s success payment liability for Harvard (in thousands):


	September 30, 2022		December 31, 2021
Harvard success payment liability	$	10,500	$	21,000

The following table summarizes the expense resulting from the change in the fair value of the success payment liability for Harvard (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021			2022			2021
Change in fair value of Harvard success payment liability	$	2,400	$	(17,900	)	$	(10,500	)	$	4,200

The annual maintenance fee under the Harvard License Agreement is recorded as research and development expense. Annual patent costs will be expensed as incurred. As of September 30, 2022, the Company determined that product development and regulatory approval milestones under the Harvard License Agreement were not probable and, as such, no amounts were recognized for the three and nine months ended September 30, 2022 or 2021.

During the nine months ended September 30, 2022, the Company incurred $2.7 million of expense related to non-royalty sublicense fees owed to Harvard. There was no expense recognized related to non-royalty sublicense fees owed to Harvard during the three months ended September 30, 2022. Additionally, during the nine months ended September 30, 2022, the Company paid $35.3 million of non-royalty sublicense fees to Harvard related to non-royalty sublicense fee expense incurred during the second half of 2021 and the first half of 2022. The Company recognized expense related to non-royalty sublicense fees owed to Harvard during the three and nine months ended September 30, 2021 of $1.6 million and $2.7 million, respectively.

Under the Broad License Agreement, Broad Institute is entitled to receive success payments, in cash or shares of Company common stock, determined based upon the achievement of specified multiples of the initial weighted average value of the Series A Preferred Stock at specified valuation dates. The success payments range from $5.0 million to a maximum of $105.0 million and have valuation multiples that range from 5 times to 40 times the initial weighted average value of the Series A Preferred Stock. Subsequent to the Company's IPO, the amount of success payments is based on the market value of the Company’s common stock.

The Company is required to make success payments to Broad Institute during a period of time, or the Broad Success Payment Period, which has been determined to be the earliest of (1) the twelfth anniversary of the Broad License Agreement or (2) the third anniversary of the first date on which a licensed product receives regulatory approval in the United States. During the Broad Success Payment Period and beginning one year after the Company’s IPO, the Company will perform a calculation of any amounts owed to Broad Institute on each rolling 90-day period.

In May 2021, the first success payment measurement occurred and amounts due to Broad Institute were calculated to be $15.0 million. The Company elected to make the payment in shares of the Company’s common stock and issued 174,825 shares of the Company’s common stock to settle this liability on June 10, 2021. The Company may owe Broad Institute success payments of up to an additional $90.0 million. As of September 30, 2022, no success payments were due to Broad Institute.

The following table summarizes the Company’s success payment liability for Broad Institute (in thousands):


	September 30, 2022		December 31, 2021
Broad Institute success payment liability	$	10,800	$	21,200

The following table summarizes the expense resulting from the change in the fair value of the success payment liability for Broad Institute (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021			2022			2021
Change in fair value of Broad Institute success payment liability	$	2,500	$	(17,900	)	$	(10,400	)	$	4,200

The annual maintenance fee under the Broad License Agreement is recorded as research and development expense. Annual patent costs will be expensed as incurred. As of September 30, 2022, the Company determined that product development and regulatory

approval milestones and royalties under the Broad License Agreement were not probable and, as such, no amounts were recognized for the three and nine months ended September 30, 2022. There was no expense recorded for these milestones for the three and nine months ended September 30, 2022 or 2021.

The Company paid $6.1 million of non-royalty sublicense fees to Broad Institute during the nine months ended September 30, 2022 related to non-royalty sublicense fee expense incurred during the second half of 2021. As of September 30, 2022, the Company has no amounts accrued for non-royalty sublicense fees due to Broad Institute. The Company recorded no expense related to non-royalty sublicense fees owed to the Broad Institute during the three and nine months ended September 30, 2022 or 2021.

In May 2018, the Company entered into a license agreement, or the Editas License Agreement, with Editas Medicine, Inc., or Editas. Pursuant to the Editas License Agreement, Editas granted to the Company licenses and options to acquire licenses to certain intellectual property rights owned or controlled by Editas, for specified uses.

The annual maintenance fees under the Editas License Agreement are recorded as research and development expense. Annual patent costs are expensed as incurred. In addition, the Company is required to make certain development, regulatory and commercial milestone payments to Editas upon the achievement of specified milestones.

Management concluded that the licenses acquired from each transaction above did not meet the accounting definition of a business as inputs, but no processes or outputs were acquired with the licenses, and the licensed technology had not achieved technological feasibility. As the inputs that were acquired along with the licenses do not constitute a “business,” the transactions have been accounted as asset acquisitions.