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Moderna Collaboration and License Agreement | 9 Months Ended
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Sep. 30, 2025
Moderna Collaboration and License Agreement |
Moderna Collaboration and License Agreement |
(10) | Moderna Collaboration and License Agreement
In January 2022, the Company entered into a collaboration agreement with Moderna (the Moderna License Agreement), which provides for a broad strategic collaboration to discover, develop and commercialize in vivo engineered chimeric antigen receptor macrophage and monocyte (CAR-M) therapeutics in oncology. Moderna has the right to designate up to twelve research targets as development targets under this collaboration. While the collaboration was initially limited to oncology, in September 2024, the companies agreed to expand the collaboration to discover, develop and commercialize in vivo engineered CAR-M therapeutics in specific autoimmune diseases. As of February 2025, in connection with Moderna’s nomination of all 12 oncology research targets, the Company will not be conducting any additional research activities under the Moderna License Agreement and will not be receiving any further payments from Moderna for research and development services under the Moderna License Agreement. Subsequent to the nomination of a research target, Moderna may designate the research target as a development target. Upon Moderna’s designation of a development target (and payment of a related development target designation milestone) for commencement of pre-clinical development of a product candidate, the Company will grant Moderna an exclusive worldwide, sublicensable royalty bearing license to develop, manufacture and commercialize the product candidate. Under the terms of the Moderna License Agreement, Moderna made an upfront non-refundable payment of $45.0 million to the Company. On September 16, 2025 (the “Amendment Effective Date”), the Company and Moderna entered into a First Amendment to the Collaboration and License Agreement (the “Moderna Amendment”), which amends the Moderna License Agreement. Effective as of the Amendment Effective Date, in exchange for a one-time cash payment of $4.0 million, Moderna has no further obligation to make any financial payments to the Company under or in connection with the Moderna License Agreement, subject to certain specified exceptions. Specifically, Moderna is no longer required to pay to the Company any development target designation, development, regulatory and commercial milestone payments, any royalties on net sales of any products that are commercialized under the Moderna License Agreement or any research costs, regardless of whether such applicable milestone event, sale of product or research cost occurs on or after the Amendment Effective Date. Effective as of the Amendment Effective Date, the royalty term for all products expired and the licenses granted to Moderna under the Agreement became fully paid-up, perpetual, irrevocable and royalty-free. Assuming Moderna developed and commercialized 12 products, each directed to a different development target, the Company was eligible to receive up to between $247.0 million and $253.0 million per product in development target designation, development, regulatory and commercial milestone payments. Moderna reimbursed the Company for costs incurred by the Company in connection with its research and development activities under the Moderna License Agreement plus a reasonable margin for the respective services performed into the first quarter of 2025; however, the Company will not be conducting any additional research activities under the Moderna License Agreement and will not be receiving any further payments from Moderna for research and development services under the Moderna License Agreement. Prior to the Moderna Amendment, the Company was eligible to receive tiered mid-to-high single digit royalties of net sales of any products that are commercialized under the agreement, subject to certain reductions. Effective as of the Amendment Effective Date, Moderna’s option to take a sublicense to certain additional third-party intellectual property has been terminated. At commencement, the Company identified several potential performance obligations within the Moderna License Agreement, including research and development services on research targets, option rights held by Moderna, a non-exclusive royalty-free license to use the Company’s intellectual property to conduct research and development activities and participation on the joint steering committee. The Company determined that there were 2 performance obligations comprised of (i) research and development services and (ii) option rights. For the research and development services, the stand-alone selling price was determined considering the expected passthrough costs and cost of the research and development services and a reasonable margin for the respective services. The material rights from the option rights were valued based on the estimated discount at which the option is priced and the Company’s estimated probability of the options’ exercise as of the time of the agreement. The transaction price allocated to research and development services is recognized as collaboration revenues as the research and development services are provided to satisfy the underlying obligation related to the research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The transaction price of $45.0 million allocated to the options rights, which are considered material rights, was recognized in the period that Moderna determined not to exercise its option right to license and commercialize the designated development target outlined by the Moderna Amendment as discussed above. The Company included the $45.0 million up-front and nonrefundable payment in the transaction price as of the outset of the arrangement. During the three months ended September 30, 2025 and 2024, the Company recognized $45.3 million and $3.4 million, respectively, of collaboration revenues. During the nine months ended September 30, 2025 and 2024, the Company recognized $49.0 million and $16.0 million, respectively, of collaboration revenues. As a result of the Moderna Amendment, there are no longer any unsatisfied performance obligations under the Moderna License Agreement. Accordingly, the remaining balance of deferred revenue, which related to Moderna’s unexercised option rights, was recognized as collaboration revenues during the three and nine months ended September 30, 2025. Additionally, in September 2025, the Company received the one-time cash payment of $4.0 million under the Moderna Amendment which was recorded to collaboration revenues during the three and nine months ended September 30, 2025. As discussed above, Moderna will no longer be reimbursing the Company for research and development services. The Company recognized $38.7 million and $45.0 million, respectively, of research and development services and option right collaboration revenues since inception of the Moderna License Agreement through September 30, 2025. In February 2025, Moderna nominated ten additional oncology research targets, four of which replaced two oncology research targets and two autoimmune research targets, which Moderna concurrently ceased developing. As of February 2025, Moderna has nominated all 12 oncology research targets under the collaboration. The Company will not conduct any additional research activities under the Moderna License Agreement and the Company will not be receiving any further research funding from Moderna under the Moderna License Agreement. Moderna also agreed to terminate the in vivo oncology field exclusivity, which would allow the Company to pursue in vivo CAR-M programs outside of the 12 nominated oncology targets and product polypeptides. The Company does not expect to recognize any additional unsatisfied research and development performance obligations. Amounts due to the Company for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the collaboration agreements are recorded as accounts receivable in the Company’s unaudited interim consolidated balance sheets. Contract liabilities consist of amounts received prior to satisfying the revenue recognition criteria, which are recorded as deferred revenue in the Company’s unaudited interim consolidated balance sheets. The following table summarizes the changes in deferred revenue (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Nine Months Ended September 30,
​ |  | 2025 |  | 2024
Balance at the beginning of the period | ​ | $ | 44,979 | ​ | $ | 46,413
Deferral of revenue | ​ |  | — | ​ |  | 9,498
Recognition of deferred revenue | ​ |  | (44,979) | ​ |  | (13,979)
Balance at the end of the period | ​ | $ | — | ​ | $ | 41,932
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