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License and Collaboration Agreement | 3 Months Ended
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Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
License and Collaboration Agreement | 11. License and Collaboration Agreement Tenacia License Agreement Agreement Summary On March 6, 2026, the Company entered into the Tenacia License Agreement. The arrangement provides Tenacia with the exclusive rights to develop and commercialize the Company’s product candidate, RAP-219, in mainland China, Hong Kong, Macau and Taiwan (each, a “Market” and collectively, the “Tenacia Territory”). The Company retains exclusive rights to RAP-219 outside the Tenacia Territory. Under the terms of the Tenacia License Agreement, the Company granted to Tenacia a license to use certain intellectual property for the development and commercialization of RAP-219 and products containing RAP-219 across indications, including FOS and bipolar mania. The license conveyed by the Company also provides Tenacia with the ability to use the covered intellectual property on a non-exclusive basis for manufacturing and supply purposes. Pursuant to the terms of the Tenacia License Agreement, Tenacia is responsible for conducting all development and commercialization activities with respect to the Tenacia Territory, with the exception of the associated manufacturing. The Tenacia License Agreement requires Tenacia to participate in the Company’s planned global clinical trials for RAP-219 and products containing RAP-219 for the FOS and bipolar mania indications, including long-acting injectable formulations, by conducting the part of the global clinical trials in the Tenacia Territory. Tenacia will cover development costs for the Territory and share the corresponding global trial costs at the percentage specified in the Agreement. The Company will provide manufacturing and supply for clinical and commercial purposes at agreed upon pricing pursuant to definitive agreements to be executed in the future until such time Tenacia takes over manufacturing responsibilities. Under the terms of the Tenacia License Agreement, the Company received a $20.0 million non-refundable upfront payment. Additionally, to the extent Tenacia commercializes any licensed products containing RAP-219, the Company is eligible to receive up to $308.0 million in contingent sales-based milestone payments and tiered royalty payments ranging from the mid-single di gits to the mid-teens based on a percentage of net sales, subject to certain customary reductions and offsets. Unless earlier terminated, the Tenacia License Agreement will expire on a Market-by-Market basis at the end of the applicable royalty term. The Tenacia License Agreement contains customary termination rights, including for uncured material breach, insolvency and certain other specified circumstances. Any expiration or termination of the Tenacia License Agreement does not affect the rights and obligations of the parties that accrued prior to the expiration or termination date. Accounting Analysis The Company determined that the Tenacia License Agreement is a collaborative arrangement as defined by ASC 808 because it involves a joint operating activity comprised of the development of RAP-219 and products containing RAP-219 wherein both parties are: (i) Active participants via participation in the global clinical trials for their respective territory and (ii) Exposed to significant risks and rewards dependent on the commercial success of the development efforts since recovery of costs incurred is contingent upon receipt of regulatory approval. The Company further determined that the contract is partially within the scope of ASC 606 since it contains transactions in which Tenacia is a customer for a good or service that is a distinct unit of account. More specifically, the Company concluded that the Tenacia License Agreement is composed of the following components: (i) License granted to Tenacia to exploit RAP-219 and products containing RAP-219, including manufacturing rights and (ii) Parties’ participation in the global development of RAP-219 and products containing RAP-219. For each of these components, the Company determined the following: (i) Unit of account associated with license granted to Tenacia is within the scope of ASC 606 since the transaction is in the context of a vendor-customer exchange and (ii) Parties’ conduct of development activities related to the global clinical trials is outside the scope of ASC 606 since the parties are operating in the capacity of collaborative partners. The Company’s obligations under the Tenacia License Agreement comprise a single promise related to the exclusive license that was granted to Tenacia to use certain intellectual property in the development and commercialization of RAP-219 and products containing RAP-219, including manufacturing rights. Accordingly, the Company determined that the Tenacia License Agreement has only one performance obligation consisting of the sole promise in the contract. As it relates to Tenacia’s option to purchase clinical and commercial supply from the Company, the Tenacia License Agreement does not obligate Tenacia to purchase any minimum amount or quantities. As such, the Company concluded that the provision of manufacturing activities related to clinical and commercial supply represents customer options. Such options do not give rise to any performance obligations because the applicable terms, including the anticipated pricing, do not incorporate a material right. Instead, the options were determined to be marketing offers as their pricing is indicative of the standalone selling prices of the underlying goods and/or services. Therefore, the manufacturing activities were excluded as a performance obligation at the outset of the arrangement. Any purchases will be accounted for as a separate arrangement. No customer options had been exercised as of March 31, 2026. The Company’s license arrangement with Tenacia provides for the payment of the following: (i) Non-refundable upfront fee, (ii) First commercial sale milestones, (iii) Sales-based milestones and (iv) Royalties on net sales of licensed products. As of March 31, 2026, the Company has measured the transaction price solely in reference to the $20.0 million upfront payment. None of the variable consideration payable under the arrangement has been included in the transaction price as of March 31, 2026. All potential milestone and royalty payments are subject to the royalty recognition constraint whereby such amounts will be recognized as revenue upon the later of: (i) When the related sales occur or (ii) When the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied) because the exclusive license is deemed to be the sole or predominant item to which the payments relate. Because the payments wholly relate to the exclusive license which was conveyed at inception of the arrangement, the Company will recognize revenue associated with the milestones and royalties from the sales of licensed products when the respective triggering event or related sales occur, as applicable. Through March 31, 2026, no milestones have been achieved and no royalties have been earned. The Company allocated the transaction price of $20.0 million to the sole identified performance obligation in its entirety. Amounts allocated to the performance obligation comprised entirely of the exclusive license promise are recognized as revenue at a point in time since the underlying license represents functional intellectual property. Control of the license which granted the right to use the Company’s intellectual property was transferred to Tenacia simultaneously with contract effectiveness on March 6, 2026 consistent with when the intellectual property was made available for Tenacia’s use and benefit. As a result, the Company recognized $20.0 million of collaboration revenue during the three months ended March 31, 2026 upon satisfaction of the associated performance obligation. Conversely, the global development activities under the Tenacia License Agreement do not represent a transaction with a customer. Accordingly, payments received by the Company resulting from reimbursements for Tenacia’s share of development costs will be accounted for as a reduction to the associated expense in the period the costs are incurred in the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2026, the Company did no t have any deferred revenue related to the Tenacia License Agreement. The Company incurred approximately $2.0 million of incremental costs for financial advisory fees to obtain the arrangement with Tenacia. Such amount was expensed in full during the three months ended March 31, 2026 consistent with the timing of the transfer of associated performance obligation. Amount is classified as selling, general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2026. No contract assets related to costs to obtain a contract with a customer or costs to fulfill a contract with a customer are capitalized at March 31, 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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