XML 52 R23.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

16. Commitments and Contingencies

The following table summarizes the Company’s commitments to settle contractual obligations at December 31, 2020, other than leases which are recognized as operating lease liabilities in the consolidated balance sheet.

 

Year Ending December 31,

 

 

 

 

 

 

(in thousands)

 

2021

 

$

1,525

 

2022

 

 

2,441

 

2023

 

 

2,325

 

2024

 

 

2,341

 

2025

 

 

25

 

 

 

 

 

 

Total

 

$

8,657

 

 

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts.

Collaboration and Research Agreements

Collaboration and research agreement obligations primarily relate to a strategic collaboration agreement that was entered into with the University of Texas M. D. Anderson Cancer Center (“MDACC”) in March 2020. The collaboration consists of preclinical studies and clinical trials designed by the Company and MDACC with the research to be completed by MDACC. The Company has agreed to commit $10.0 million in funding for various studies over a period of five years, of which $2.0 million was paid in April 2020.

Collaboration and research agreement obligations further relate to an agreement the Company entered into with the Broad Institute, Inc. (“Broad”), in February 2019, under which Broad will perform specialty screening services at the Company’s request over the course of a three-year term in exchange for payments of $0.5 million per year, beginning in February 2019, totaling $1.5 million in the aggregate.

Purchase and Other Obligations

In the normal course of business, the Company enters into contracts with Contract Research Organizations (“CROs”) and other third parties for preclinical studies and clinical trials, research and development supplies and other testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and provide for termination on 30 to 90 days’ prior written notice, and therefore are cancellable contracts. These payments are not included in the table above as the amount and timing of such payments are not known as of December 31, 2020.

In the normal course of business, the Company also entered into a research and development service agreement with a third party, which provides for potential milestone payments by the Company, contingent on the achievement of clinical development milestones. The maximum amount that would be paid if all milestones, however unlikely, are achieved is $1.75 million. This agreement also requires termination payments of up to $0.5 million should the Company cancel the agreement without cause prior to completion of certain research and development services. These payments are not included in the table above as they entail uncertainties in relation to the amount and timing of such payments as they are dependent on milestone achievements or termination.

The Company has further entered into license agreements under which it is obligated to make milestone and royalty payments and incur annual maintenance fees. The future milestone or royalty payments under these agreements have not been included in the table above since the payment obligations are contingent upon future events, such as achieving certain clinical and commercial milestones or generating product sales. As of December 31, 2020, the Company is unable to estimate the timing or likelihood of achieving these clinical and commercial milestones or generating future product sales (see Note 7).

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in these consolidated financial statements as at December 31, 2020.