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Collaboration Revenue | 6 Months Ended
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Jun. 30, 2026
Research Collaboration And Exclusive License Agreement [Abstract] |
Research Collaboration and Exclusive License Agreement | 5. Collaboration Revenue Research Collaboration and Exclusive License Agreement with Merck In December 2020, the Company entered into a research collaboration and exclusive license agreement (the “Merck Agreement”), pursuant to which the Company granted Merck an exclusive, worldwide, royalty-bearing, sublicensable license to certain of its patent rights and know-how for up to two collaboration targets (“First Collaboration Target” and “Second Collaboration Target”, together the “Collaboration Targets”) related to next generation T cell engager immunotherapies for the treatment of cancer. In each case, once the Collaboration Targets are designated by Merck, they have the right to research, develop, make, have made, use, import, offer to sell, and sell compounds and any licensed products related thereto. Merck selected the First Collaboration Target upon execution of the Merck Agreement and selected the Second Collaboration Target in May 2022. Following the research term, Merck has the sole right to research, develop, manufacture, and commercialize the licensed compounds and products directed against the Collaboration Targets. Consideration in the Merck Agreement consists of (i) an $8.0 million non-refundable and non-creditable upfront fee, (ii) $8.0 million paid upon the selection of the Second Collaboration Target, (iii) research program funding (iv) development and regulatory milestones, (v) commercial milestones, and (vi) royalty payments. Under the Merck Agreement, the Company is eligible to receive up to an aggregate of $142.5 million per Collaboration Target in milestone payments ($285.0 million collectively for both Collaboration Targets), contingent on the achievement of certain regulatory and development milestones. Merck is also required to make milestone payments to the Company upon the successful completion of certain commercial milestones, in an aggregate amount not to exceed $350.0 million for each licensed product under either of the Collaboration Targets. The Merck Agreement provides that Merck is obligated to pay to the Company tiered royalty payments on a product-by-product and country-by-country basis, ranging from low single-digit to low teens percentage royalty rates on specified portions of annual net sales for licensed products under either of the Collaboration Targets that are commercialized. Such royalties are subject to reduction, on a product-by-product and country-by-country basis, for licensed products not covered by patent claims, or that require Merck to obtain a license to third-party intellectual property in order to commercialize the licensed products, or that are subject to compulsory licensing. The Merck Agreement will terminate at the end of the calendar year in which the expiration of all royalty obligations occurs for all licensed products under the agreement. Merck has the unilateral right to terminate the Merck Agreement in its entirety or on a Collaboration Target by Collaboration Target basis at any time and for any reason upon prior written notice to the Company. Both parties have the right to terminate the agreement for an uncured material breach, certain illegal or unethical activities, and insolvency of the other party. Upon expiration of the agreement but not early termination thereof, and provided all payments due under the agreement have been made, Merck’s exclusive licenses under the agreement will become fully paid-up and perpetual. Under the Merck Agreement, the Company recognized no revenue for each of the three and six months ended June 30, 2026 and 2025. The Company's performance obligations related to the First Collaboration Target and Second Collaboration Target were completed in March 2023 and August 2024, respectively. Exclusive License and Collaboration Agreement with BMS In January 2026, the Company entered into an exclusive license and collaboration agreement (the “BMS Agreement”) with Bristol-Myers Squibb Company (“BMS”) to develop and commercialize an undisclosed, novel tumor-activated therapeutic targeting a validated solid tumor antigen expressed across several human cancer types (“BMS Collaboration Target”). Under the BMS Agreement, the Company granted BMS an exclusive, sublicensable, royalty-bearing license, under the relevant patents and know-how owned or in-licensed by the Company, to develop, manufacture, commercialize and otherwise exploit a tumor-activated therapeutic targeting the BMS Collaboration Target (“Licensed Compounds”, and products containing Licensed Compounds, “Licensed Products”) worldwide for all uses. The Company is responsible for conducting, at the Company’s own expense and pursuant to an agreed joint development plan, pre-clinical development until IND submission for one Licensed Compound. In addition the Company will manufacture and supply Licensed Products to BMS for early clinical development leading up to IND submission. Thereafter, BMS will have the sole right, at its own expense, to develop, manufacture and commercialize Licensed Products. BMS is obligated to use commercially reasonable efforts to develop and seek regulatory approval of and commercialize at least one Licensed Product in the United States. As consideration for the rights granted to BMS under the BMS Agreement, the Company received an upfront payment of $15.0 million, a $35.0 million payment related to a developmental milestone and upon achievement of certain development, regulatory and sales milestones, will be eligible to receive up to $750.0 million in additional milestone payments. In addition, BMS is obligated to make tiered royalty payments to the Company based on annual net sales of Licensed Products, with the applicable royalty rates ranging from high-single digit to low-double digit percentages, subject to certain customary reductions. Such royalty obligation is on a Licensed Product-by-Licensed Product and country-by-country basis, beginning on the first commercial sale of a Licensed Product in a country and expiring on the latest of (i) 10 years from such first commercial sale in such country, (ii) the expiration of the last to expire valid claim of the relevant patents in such country or (iii) expiration of regulatory exclusivity for such Licensed Product in such country. The BMS Agreement will remain in effect until it expires on a Licensed Product-by-Licensed Product and country-by-country basis with the expiration of the applicable royalty term. Each party may terminate the BMS Agreement for the uncured material breach or bankruptcy of the other party. BMS may also terminate the BMS Agreement for safety reasons and for convenience, and the Company may terminate the BMS Agreement for BMS’ cessation of development and commercial activities for Licensed Products. Upon termination of the BMS Agreement, all rights and licenses granted to BMS for the Licensed Compounds and Licensed Products will terminate. The Company determined that forfeiture of the exclusive license rights upon early termination by BMS for convenience represents a substantive termination penalty given the value reverted back to the Company in being able to license any Licensed Compounds and Licensed Products to another end customer. Therefore, the Company has enforceable rights throughout the term of the contract. The Company concluded that BMS represented a customer and has accounted for the initial units of account in accordance with ASC 606. The Company evaluated the promised goods and services in the BMS Agreement and determined that the license to the Company’s intellectual property granted to BMS, research and development activities, and manufacture and supply of Licensed Products to BMS for early clinical development represented one combined performance obligation. Given the preclinical stage of the underlying intellectual property, the Company determined that BMS cannot benefit from the license separately from the research and early clinical manufacturing and supply activities as these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the entire transaction price was allocated to that single performance obligation. As it relates to the identified performance obligation, the Company recognizes revenue using the cost-to-cost method, as it appropriately depicts the transfer of control to BMS over time. Under the cost-to-cost method, revenue is recognized based on the percentage of actual costs incurred relative to total estimated costs required to satisfy the performance obligation, applied to the estimated transaction price. In accordance with ASC 606, the transaction price under the BMS Agreement is $56.7 million, which is comprised of the non-refundable upfront payment of $15.0 million, $35.0 million related to the developmental milestone previously mentioned and a total of $6.7 million aggregate estimated reimbursable expenses associated with certain research and development activities the Company is required to perform under the BMS Agreement up to the point of IND submission. The variable consideration related to estimated reimbursable future research expenses is included in the transaction price under the expected value method based on the Company’s best estimate of the amount to be received as part of the joint development plan at each respective period end. The aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2026 was $42.7 million. The Company concluded that there was not a significant financing component under the BMS Agreement. As of June 30, 2026, with respect to the remaining variable consideration within the BMS Agreement, including all other future development milestone payments and sales milestone payments, the Company did not determine that these payments were not probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, this aggregate consideration has been fully constrained and is not included in the transaction price at June 30, 2026. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of revenues in the period of adjustment. Under the BMS Agreement, the Company recognized $10.3 million and $14.0 million of revenue for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, aggregate deferred revenue related to the BMS Agreement was $36.1 million, $35.1 million of which was classified as current. The Company had $0.1 million of accounts receivable outstanding under the BMS Agreement as of June 30, 2026. The remaining performance obligations under the BMS Agreement relate to the Company’s conduct of research services for the BMS Collaboration Target. The Company estimates the remaining term of the research services, over which revenue will be recognized, to be 1.3 years as of June 30, 2026.

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- Definition The entire disclosure for collaborative arrangements in which the entity is a participant, including a) information about the nature and purpose of such arrangements; b) its rights and obligations thereunder; c) the accounting policy for collaborative arrangements; and d) the income statement classification and amounts attributable to transactions arising from the collaborative arrangement between participants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479402/808-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479402/808-10-50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 808 -Publisher FASB -URI https://asc.fasb.org/808/tableOfContent + Details
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