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Acquisitions, Licensing, and Other Arrangements | 3 Months Ended
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Mar. 31, 2025
Acquisitions, Licensing and Other Arrangements |
Acquisitions, Licensing and Other Arrangements | 4. Acquisitions, Licensing, and Other Arrangements Pulmokine Acquisition In November 2024, the Company acquired Pulmokine for $20.5 million to obtain an economic interest in seralutinib, a Phase 3 asset being studied in pulmonary arterial hypertension. The acquisition included an intangible asset related to seralutinib with an estimated useful life of 12 years. The Company recognized $0.5 million of amortization expense for the three months ended March 31, 2025. No impairment indicators were identified, and no impairment was recorded during the three months ended March 31, 2025. Contingent consideration related to the seralutinib asset could be payable subject to certain development and commercial milestones. As of March 31, 2025, there were no contract assets or contract liabilities related to this agreement, and no revenue was recognized during the three months ended March 31, 2025. Refer to Note 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for additional information related to this acquisition. Kinnate Acquisition In April 2024, the Company completed the acquisition of Kinnate through a tender offer for $2.5879 per share plus (“CVRs”), for a total purchase consideration of $126.4 million. As part of the merger, the Company acquired an IPR&D asset related to KIN-3248 (a Phase 1 clinical trial candidate), as well as several pre-clinical assets. During the three months ended March 31, 2025, the fair value of the Exarafenib milestone contingent consideration was $3.3 million, which had an initial estimated fair value of $2.9 million. The Company accounts for potential contingent consideration related to KIN-3248, KIN-8741, KIN-7136, and KIN-2524 as period expenses when incurred. As of March 31, 2025, no such contingent consideration had been incurred. The Company recognized operating lease liabilities of $0.8 million as of the acquisition date related to office space in San Francisco. The Company accounts for the lease assignment agreement as a sublease in accordance with ASC 842. Refer to Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for additional information related to this acquisition. ​ Takeda In 2006, the Company entered into a Collaboration Agreement with Takeda to discover and optimize therapeutic antibodies against multiple targets. Under this agreement, the Company may receive milestone payments and royalties on future product sales. The Company has received $3.0 million of milestone payments since the inception of the agreement and is eligible to receive additional milestone payments of up to $16.0 million under the Takeda Collaboration Agreement. As of March 31, 2025 and December 31, 2024, there were no contract assets or contract liabilities related to this agreement and none of the costs to obtain or fulfill the contract were capitalized. The Company recognized $4.0 million and zero in revenue related to this agreement during the three months ended March 31, 2025 and 2024, respectively. Refer to Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for additional information related to this agreement. Rezolute In December 2017, the Company entered into a license agreement with Rezolute for the development and commercialization of ersodetug (RZ358), which was subsequently amended in 2018, 2019, and 2020. Under the license agreement, the Company may receive development and commercial milestone payments of up to an aggregate of $232.0 million based on achievement of pre-specified criteria, and royalties ranging from the high single-digits to the mid-teens based on annual net sales. The Company has received two milestone payments under this agreement: $2.0 million in January 2022 when Rezolute dosed the last patient in its Phase 2b clinical trial for ersodetug (RZ358), and $5.0 million in April 2024 when Rezolute dosed the first patient in its Phase 3 clinical trial of ersodetug (RZ358). As of March 31, 2025 and December 31, 2024, there were no contract assets or contract liabilities related to this agreement. None of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this agreement during the three months ended March 31, 2025 and 2024. Refer to Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for additional information related to this agreement. Janssen In August 2019, the Company entered into an agreement with Janssen granting a non-exclusive license to develop and commercialize certain product candidates, including the Company’s patents and know-how. Under the agreement, the Company is entitled to receive milestone payments of up to $3.0 million upon the achievement of certain clinical development and regulatory approval milestones, and a 0.75% royalty on net sales of each product upon commercialization. As of March 31, 2025 and December 31, 2024, there were no contract assets or contract liabilities related to this agreement. None of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this agreement during the three months ended March 31, 2025 and 2024. Refer to Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for additional information related to this agreement. Alexion In December 2024, following its acquisition of Amolyt, Alexion exercised an option to continue developing anti-PTH1R monoclonal antibodies that originated from the Company's discovery efforts as potential treatments for primary hyperparathyroidism and humoral hypercalcemia of malignancy. The Company will be eligible to receive up to $10.5 million in milestone payments and royalties ranging from low single to low double-digits on net commercial sales. Upon Alexion’s exercise of the option, the Company earned a $0.5 million payment. As of March 31, 2025 and December 31, 2024, there were no contract assets or contract liabilities related to this agreement and none of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this agreement for the three months ended March 31, 2025. Sale of Future Revenue Streams In December 2016, the Company entered into two royalty interest sale agreements (together, the “Royalty Sale Agreements”) with HCRP. Under the first Royalty Sale Agreement, the Company sold its right to receive milestone payments and royalties on future sales of products subject to a License Agreement, dated August 18, 2005, between XOMA and Wyeth Pharmaceuticals (subsequently acquired by Pfizer) for an upfront cash payment of $6.5 million, plus potential additional payments totaling $4.0 million in the event three specified net sales milestones were met in 2017, 2018, and 2019. Based on actual sales, 2017, 2018, and 2019 sales milestones were not achieved. Under the second Royalty Sale Agreement entered into in December 2016, the Company sold its right to receive certain royalties under an Amended and Restated License Agreement dated October 27, 2006 between XOMA and Dyax Corp. for a cash payment of $11.5 million. The Company recorded the total proceeds of $18.0 million as unearned revenue recognized under the units-of-revenue method as the Royalty Sale Agreements were structured as a non-cancellable sale, in which the Company does not have significant continuing involvement in the generation of the cash flows due to HCRP and there are no guaranteed rates of return to HCRP. The Company allocated the total proceeds between the two Royalty Sale Agreements based on the relative fair value of expected payments to be made to HCRP under the license agreements. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the allocated proceeds received from HCRP to the payments expected to be made by the licensees to HCRP over the term of the Royalty Sale Agreements, and then applying that ratio to the period’s cash payment. During the third quarter of 2018, the Shire product underlying the Dyax Corp. license agreement was approved, and the Company began recognizing revenue under the units-of-revenue method due to sales of the approved product. The Company recognized $0.3 million and $0.5 million in revenue under the units-of-revenue method under these agreements during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the current and non-current portions of the remaining unearned revenue recognized under the units-of-revenue method was $1.4 million and $4.1 million, respectively. As of December 31, 2024, the Company classified $1.4 million and $4.4 million as current and non-current unearned revenue recognized under the units-of-revenue method, respectively.

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