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Collaborative Research and Development Agreements | 6 Months Ended
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Jun. 30, 2025
Revenue from Contract with Customer [Abstract] |
Collaborative Research and Development Agreements | Collaborative Research and Development Agreements GSK Collaboration In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc. (“Tesaro”), an oncology-focused biopharmaceutical company now a part of GSK (Tesaro and GSK are hereinafter referred to, collectively, as “GSK”). Currently, under the GSK Agreement, GSK is developing Jemperli (dostarlimab) as a monotherapy, and in combination with additional therapies, for various solid tumor indications. For Jemperli and cobolimab, a TIM-3 antibody, each remaining development programs under the GSK Agreement, we are eligible to receive milestone payments if certain clinical trial events are achieved by GSK, if certain U.S. and European regulatory submissions and approvals in multiple indications are achieved, and upon the achievement of specified levels of annual worldwide net sales. We will also be eligible to receive tiered 4-8% royalties related to worldwide net sales of products developed under the collaboration. On October 23, 2020, Amendment No. 3 to the GSK Agreement (the “GSK Amendment No. 3”) was agreed to by both parties to permit GSK to conduct development and commercialization in combination with any third party molecules of Zejula, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor (“Zejula”). Under GSK Amendment No. 3, we were granted increased royalties upon sales of Jemperli, equal to 8% of net sales (as defined in the GSK Agreement) below $1.0 billion, 12% of net sales between $1.0 billion and $1.5 billion, 20% of net sales between $1.5 billion and $2.5 billion and 25% of net sales above $2.5 billion. Unless earlier terminated by either party upon specified circumstances, the GSK Agreement will terminate, with respect to each specific developed product, upon the later of the 12th anniversary of the first commercial sale of the product or the expiration of the last to expire of any patent. We assessed these arrangements in accordance with Accounting Standards Codification (“ASC”) 606 and concluded that the contract counterparty, GSK, is a customer. We identified the following material promises under the GSK Agreement: (1) the licenses under certain patent rights and transfer of certain development and regulatory information, (2) research and development (“R&D”) services, and (3) joint steering committee meetings. We considered the research and discovery capabilities of GSK for these specific programs and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the joint steering committee participation would not have been provided without the R&D services and GSK Agreement. Based on these assessments, we identified all services to be interrelated and therefore concluded that the promises should be combined into a single performance obligation at the inception of the arrangement. As of June 30, 2025, the transaction price for the GSK Agreement and its associated amendments includes the upfront payment, research reimbursement revenue and milestones and royalties earned to date, which are allocated in their entirety to the single performance obligation. We recognized $22.2 million and $40.4 million in royalty revenue during the three and six months ended June 30, 2025, respectively, related to GSK’s net sales of Jemperli and Zejula during the period, which we estimate based on either GSK’s prior sales experience or actuals. Of the royalty revenue recognized during the three and six months ended June 30, 2025, $21.1 million and $38.4 million, respectively, is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended) and $1.1 million and $2.0 million, respectively, is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement, each of such agreements as described in Note 5. We recognized $11.0 million and $18.2 million, in royalty revenue during the three and six months ended June 30, 2024, respectively, related to GSK’s net sales of Jemperli and Zejula during the period based on GSK’s prior sales experience or actuals. Of the royalty revenue recognized during the three and six months ended June 30, 2024, $10.1 million and $16.3 million, respectively, is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended) and $0.9 million and $1.9 million, respectively, is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement. GSK reports sales information to us on a one quarter lag and differences between actual and estimated royalty revenues will be adjusted in the following quarter. No clinical milestones were recognized during the three and six months ended June 30, 2025 and 2024. No other future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials, an outcome that is difficult to predict, and GSK’s efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to GSK and therefore have also been excluded from the transaction price. We will re-evaluate the variable transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Milestones under the GSK Agreement are as follows:
| PD-1 (Jemperli/Dostarlimab) |  | TIM-3 (GSK4069889/Cobolimab) |  |
Milestone Event | Amount | Quarter Recognized |  | Amount | Quarter Recognized |  |  |
Initiated in vivo toxicology studies using good laboratory practices (GLPs) | $1.0M | Q2'15 |  | $1.0M | Q4'15 |  |  |
IND clearance from the FDA | $4.0M | Q1'16 |  | $4.0M | Q2'16 |  |  |
Phase 2 clinical trial initiation | $3.0M | Q2'17 |  | $3.0M | Q4'17 |  |  |
Phase 3 clinical trial initiation - first indication | $5.0M | Q3'18 |  | $5.0M | Q4'22 |  |  |
Phase 3 clinical trial initiation - second indication | $5.0M | Q2'19 |  | $5.0M | — |  |  |
Filing of the first BLA(1) - first indication | $10.0M | Q1'20 |  | $10.0M | — |  |  |
Filing of the first MAA(2) - first indication | $5.0M | Q1'20 |  | $5.0M | — |  |  |
Filing of the first BLA - second indication | $10.0M | Q1'21 |  | $10.0M | — |  |  |
First BLA approval - first indication | $20.0M | Q2'21 |  | $20.0M | — |  |  |
First MAA approval - first indication | $10.0M | Q2'21 |  | $10.0M | — |  |  |
First BLA approval - second indication | $20.0M | Q3'21 |  | $20.0M | — |  |  |
Filing of the first MAA - second indication(3) | $5.0M | — |  | $5.0M | — |  |  |
First MAA approval - second indication(3) | $10.0M | — |  | $10.0M | — |  |  |
First commercial sales milestone(3) | $15.0M | Q3'24 |  | $15.0M | — |  |  |
Second commercial sales milestone(3) | $25.0M | Q4'24 |  | $25.0M | — |  |  |
Third commercial sales milestone(3) | $50.0M | — |  | $50.0M | — |  |  |
Fourth commercial sales milestone (4) | $75.0M | — |  | $75.0M | — |  |  |
Milestones recognized through June 30, 2025 | $133.0M | — |  | $13.0M | — |  |  |
Milestones that may be recognized in the future | $140.0M | — |  | $260.0M | — |  |  |
(1)Biologics License Application (“BLA”) (2)Marketing Authorization Application (“MAA”) (3)For Jemperli, the filing and approval of the first MAA for a second indication and first three commercial sales milestones are included as part of the royalty monetization agreement with Sagard (as defined below), see Note 5. Cash is generally received within 30 days of milestone achievement. (4)For Jemperli, we retained the rights to a $75.0 million sales milestone when Jemperli annual net sales exceed $1.0 billion. Vanda Collaboration On January 31, 2025, we entered into an Exclusive License Agreement (the “Vanda License Agreement”) with Vanda pursuant to which we granted to Vanda an exclusive, global license for the development and commercialization of imsidolimab (IL-36R antagonist mAb), which has completed two registration-enabling global Phase 3 trials, GEMINI-1 and GEMINI-2, evaluating the safety and efficacy of imsidolimab in patients with Generalized Pustular Psoriasis (GPP). Pursuant to the terms of the Vanda License Agreement, we received an upfront payment of $10.0 million for the license and a $5.0 million payment for existing drug supply. We allocated the total transaction price of $15.0 million on a relative standalone selling price in accordance with ASC 606. During the six months ended June 30, 2025, we recognized $9.6 million of license revenue under ASC 606 and recognized no license revenue under ASC 606 during the three months ended June 30, 2025. During the three and six months ended June 30, 2025, we recognized less than $0.1 million and $0.1 million, respectively, of transition services revenue under ASC 606 and $3.5 million and $5.4 million, respectively, related to existing drug supply transferred to Vanda as other income under ASC 610. We expensed the $2.5 million of related transaction costs within general and administrative expenses, during the six months ended June 30, 2025, as we elected the practical expedient to expense the transaction costs as incurred as the expected amortization period was less than a year. We are also eligible to receive a 10% royalty on net sales, as well as the following milestones under the Vanda License Agreement:
Milestone Event | Amount | Quarter Recognized
FDA regulatory approval for marketing of first licensed product in the USA for the treatment of active flares in GPP | $5.0M | —
Regulatory approval for marketing of the first licensed product in the EU | $5.0M | —
Commercial sales first exceed $100.0 million | $25.0M | —
Milestones recognized through June 30, 2025 | — | —
Milestones that may be recognized in the future | $35.0M | —
Centessa On November 24, 2023, we entered into an exclusive license agreement (as amended, the “Centessa Agreement”) with Centessa Pharmaceuticals (UK) Limited (“Centessa”), pursuant to which we acquired the exclusive global development and commercialization rights to a blood dendritic cell antigen 2 (BDCA2) modulator antibody portfolio, including lead asset CBS004 (renamed ANB101), CBS008 (renamed ANB102) and the related family of backup antibodies, for the treatment of autoimmune and inflammatory diseases. In connection with the Centessa Agreement, we paid Centessa an upfront cash payment of $4.0 million and an additional cash payment of $3.0 million as reimbursement to Centessa for manufacturing costs incurred. There were $0.3 million in transaction costs incurred. The total transaction amount of $7.3 million was expensed as in-process research and development and classified as an operating activity in the statement of cash flows. We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business. Under the terms of the agreement, Centessa may be entitled to receive potential future payments of up to $10.0 million upon the achievement of a certain event-based milestone and would be entitled to receive on a product-by-product and country-by-country basis, a royalty of low single digits on annual net sales of any product in the territory in each calendar year. As of June 30, 2025, achievement of the milestone is not probable and, therefore, we have not recognized a liability for the associated $10.0 million contingent consideration.

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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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