Collaboration and Research Service Arrangements |
6 Months Ended |
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Jun. 30, 2025 | |
Collaboration and Research Service Arrangements | Note 3. Collaboration and Research Service Arrangements Novo Collaboration Agreement On May 13, 2025, the Company entered into a Collaboration and License Agreement with Novo Nordisk A/S (“Novo”) (the “Novo Collaboration Agreement”). Under the Novo Collaboration Agreement, the Company and Novo are exclusively collaborating to leverage the Company’s proprietary Native Complex Platform to discover, develop and commercialize multiple potential oral small molecule therapies for metabolic-related diseases based on certain specified molecular targets. The Company and Novo have initially commenced four simultaneous research and development programs (each an “R&D Program”) with each pursuing one or more Collaboration Targets (as defined in the Novo Collaboration Agreement) from discovery through development candidate selection. Beginning with investigational new drug-enabling activities, Novo will then be responsible for all further global development and commercialization for each product candidate at its sole cost and expense. Novo will reimburse the Company for 100% of the fully burdened costs arising from all research and development activities undertaken by the Company under the Novo Collaboration Agreement. Novo is also responsible for all commercialization costs subject to the Company’s profit share option described below for up to one program under the Novo Collaboration Agreement. Pursuant to the terms of the Novo Collaboration Agreement, the Company will provide Novo with exclusive licenses to enable Novo to develop and commercialize products directed at the Collaboration Targets. The Company retains all other rights to its Native Complex Platform and all of the Company’s other research and development programs. The Novo Collaboration Agreement became effective on July 1, 2025, following the receipt of the antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company subsequently received a one-time, non-refundable upfront payment of $195.0 million in July 2025. The Company is also eligible to receive up to $498.0 million in research, development, regulatory, and commercial milestone payments for each R&D Program. In addition, the Company is entitled to escalating, tiered royalties ranging from mid to high single-digits based on global product sales on a country-by-country and product-by-product basis. The Company is currently in the process of assessing the accounting for the Novo Collaboration Agreement. Unless earlier terminated, the term of the Novo Collaboration Agreement continues until expiration of the last royalty term for the applicable product in the applicable country. The Novo Collaboration Agreement is subject to customary termination provisions, including termination by a party for the other party’s uncured, material breach. The Novo Collaboration Agreement also includes customary representations and warranties, covenants and indemnification obligations. Vertex Asset Purchase and Research Service Agreement Vertex Asset Purchase Agreement In September 2023, the Company entered into an asset purchase agreement with Vertex Pharmaceuticals Incorporated (“Vertex”), under which Vertex acquired an IPR&D asset related to a GPCR program, including all intellectual property, materials, and compounds associated with the program (the “Vertex Asset Purchase Agreement”). The Vertex Asset Purchase Agreement also provides for a potential milestone payment payable to the Company contingent upon the achievement of a milestone event. As of June 30, 2025, the variable consideration related to this milestone payment was determined to be improbable of receipt. In July 2025, this milestone event was determined to have been achieved and, as a result, the Company received a payment of $12.5 million in August 2025. After this milestone payment, the Company will not receive any other payments related to this IPR&D asset. Vertex Research Service Agreement In conjunction with the Vertex Asset Purchase Agreement, the Company entered into research service agreement with Vertex (the "Vertex Research Service Agreement"). The Company recognizes service revenue associated with the Vertex Research Service Agreement over the performance period of the research services as the services are provided in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). During the three and six months ended June 30, 2025, the Company recorded service revenue of $0.1 million and $0.3 million, respectively, related to research activities performed in connection with the Vertex Research Service Agreement. During the three and six months ended June 30, 2024, the Company recorded service revenue of $0.4 million and $0.7 million, respectively, related to research activities performed in connection with the Vertex Research Service Agreement. As of June 30, 2025 and December 31, 2024, the Company’s accounts receivable was entirely attributed to Vertex. As of June 30, 2025 and December 31, 2024, no allowance for credit loss was recorded related to accounts receivable. |