v3.26.1
Significant agreements
12 Months Ended
Dec. 31, 2025
Significant agreements  
Significant agreements

9. Significant agreements

The following table summarizes the revenue recognized from the Company’s collaboration arrangements in the consolidated statements of operations and comprehensive loss (in thousands):

Year Ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Collaboration revenue

  ​ ​ ​

Bayer

$

8,920

$

3,393

$

1,160

Novartis

46,985

8,161

1,909

Ionis

2,000

8,881

10,734

Genentech

14,681

 

14,840

 

11,969

AstraZeneca

 

 

1,204

Total collaboration revenue

$

72,586

$

35,275

$

26,976

Bayer Collaboration Agreement

On May 4, 2023, the Company and Bayer entered into a collaboration and license agreement (the “Bayer Collaboration Agreement”), pursuant to which the parties will perform research and discovery activities under a mutually agreed upon research plan during a research term up to a specified number of years per target program to generate radiopharmaceutical compounds incorporating optimized Bicycle constructs directed to two specified targets. Bayer also has a one-time right to expand the collaboration to include a third target program, and with respect to each of the up to three target programs, Bayer has an option, exercisable within a specified period of time following the effective date of the Bayer Collaboration Agreement, to generate, develop and commercialize non-radiopharmaceutical compounds directed to the applicable target, either itself or in collaboration with the Company. Bayer also has certain limited target substitution rights, in certain cases subject to specified additional payments.

For each collaboration program, Bayer may elect, at its sole discretion, to progress compounds arising from research activities into further preclinical development of potential products directed to the target of such collaboration program. On a target-by-target basis, if Bayer elects to progress development candidates directed to such target into further clinical development, Bayer will be responsible for all future development, manufacturing, and commercialization activities and be required to use commercially reasonable efforts to develop and seek regulatory approval in certain major markets for products directed to the applicable target.

Bayer paid an upfront payment to the Company of $45.0 million in July 2023. All other payments under the Bayer Collaboration Agreement will be made in British Pound Sterling. If Bayer elects to expand the collaboration to include an additional target program, it will be required to make a one-time payment to the Company in the high single-digit millions. In addition, on a target-by-target basis, if Bayer elects to exercise its option to expand its rights with respect to such target to develop and commercialize non-radiopharmaceutical compounds directed to such target, Bayer will be required to pay to the Company either a one-time option fee payment or quarterly payments of specified installment amounts for a specified maximum time period during which the Company is performing research activities, with the aggregate amounts receivable by the Company ranging from the high single-digit millions in the case of the one-time option fee payment, to the low single-digit millions in the case of the quarterly installments, in each case where the Company is performing specified research activities following the exercise of the option. Additionally, for each collaboration program, Bayer will reimburse the Company for certain expenses incurred in connection with specified research and discovery activities performed by a contract research organization (“CRO”).

On a target-by-target basis for the up to three targets, if Bayer elects to progress one or more candidate compounds into further development, Bayer will be required to pay a candidate selection fee for the first such compound progressed by Bayer directed to such target that incorporates a radionuclide, and for the first such compound directed to such target that does not incorporate a radionuclide (and for which Bayer has not paid the one-time option fee payment for non-radiopharmaceutical compounds), ranging from high single-digit millions to the mid single-digit millions. On a

target-by-target basis, if Bayer successfully conducts clinical development and achieves regulatory approval for compounds arising from the collaboration directed to such target in two indications, Bayer will be required to pay to the Company development and regulatory/first commercial sale milestones of up to £178.3 million for the first product directed to the applicable target to achieve such milestones, or £534.9 million across all three potential target programs. In addition, if Bayer successfully commercializes products arising from the collaboration, Bayer will be required to pay to the Company, on a product-by-product basis, tiered royalties on net sales of products by Bayer, its affiliates or sublicensees at percentages ranging from the mid-single digits to the very low double digits, subject to standard reductions and offsets in certain circumstances, and a royalty floor. If Bayer commercializes diagnostic products directed to a target, royalties will be payable on such diagnostic products at a specified reduced percentage of the rates for therapeutic products. Royalties will be payable under the Bayer Collaboration Agreement on a product-by-product and country-by-country basis, commencing on the first commercial sale of each product, until the latest of (a) the expiration of the last valid claim of certain patents licensed by the Company to Bayer, (b) a specified number of years following first commercial sale of such product, and (c) expiration of all data and regulatory exclusivity for such product in the applicable country. On a target-by-target basis, Bayer will also owe the Company tiered sales milestones based on the achievement of specified levels of net sales of therapeutic products directed to such target totaling up to £194.5 million in the aggregate per target, or £583.5 million across all three potential target programs, and on diagnostic products directed to such target at a low double digit percentage of the therapeutic product milestones.

The closing of the Bayer Collaboration Agreement was subject to the clearance of the transaction under the U.K. National Security and Investment Act 2021, which occurred on June 22, 2023.

The Company identified the following performance obligations at inception of the arrangement: (i) two combined performance obligations each comprised of a license and related research and development services during the research term associated with radiopharmaceutical compounds for each of the initial targets; (ii) a material right associated with certain limited substitution rights with respect to either of the initial targets; (iii) two material rights associated with the option to progress radiopharmaceutical candidates directed to each of the initial targets into further development; (iv) two material rights associated with the options to generate, develop, and commercialize non-radiopharmaceutical compounds for each of the initial targets, for which each option includes an underlying option for research and development services and an option to progress non-radiopharmaceutical candidates directed to the first and second targets into further development; and (v) a material right related to the option to expand the collaboration to include a third target, which upon exercise includes research and development services during the research term associated with radiopharmaceutical compounds directed to the third target, as well as underlying options for certain limited substitution rights; an option to progress a radiopharmaceutical candidate directed to the third target into further development; and an option to generate, develop, and commercialize non-radiopharmaceutical compounds directed to the third target, inclusive of an underlying option for research and development services and an option to progress a non-radiopharmaceutical candidate into further development.

The Company concluded that the licenses granted at contract inception are not distinct from the research and development services as Bayer cannot obtain the benefit of the licenses without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as they relate to constrained peptide technology that is not available in the marketplace. As a result, for each target, the license has been combined with the research and development services into a single performance obligation. In assessing whether the various options under the arrangement represent material rights, the Company considered the additional consideration the Company would be entitled to upon option exercise and the standalone selling price of the underlying goods and services. For the material rights identified above, the Company concluded that each of the options provided Bayer with a discount that it otherwise would not have received. The Company exercised judgment in concluding that certain development and commercialization rights associated with progressing product candidates into further development and commercialization represent options that are material rights, as Bayer cannot benefit from the development and commercialization rights until Bayer, in its sole discretion, elects to progress candidates into further development and pays the associated candidate selection fees.

The transaction price was initially determined to be $47.5 million, consisting of the $45.0 million upfront fee and an estimated $2.5 million for the reimbursement of certain external CRO costs. Additional payments to the Company upon Bayer’s exercise of options are excluded from the transaction price as they relate to option fees and

milestones that can only be achieved subsequent to the exercise of an option. The estimated $2.5 million in variable consideration was first allocated entirely to the first and second target combined performance obligations and the remaining transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the combined performance obligations for the initial targets were based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin. The estimated standalone selling prices for the material rights were determined based on the fees that Bayer would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Bayer would exercise the options, inclusive of the probability of technical success.

The Company recognizes revenue related to amounts allocated to the initial target combined performance obligations as the underlying services are performed using a proportional performance model over the period of service using input-based measurements of full-time equivalent efforts and external costs incurred to date as a percentage of total estimated full-time equivalent efforts and external costs, which best reflects the progress towards satisfaction of the performance obligations. The amounts allocated to the material rights are recorded as deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the respective option.

In November 2025, Bayer provided the Company with a notice of termination of one of the initial target programs, effective in January 2026. The Company accounted for the notice of termination as a contract modification in the fourth quarter of 2025 as the notice of termination reduced the scope of the arrangement. As a result, the Company allocated the remaining unrecognized transaction price as of the modification date to the remaining unsatisfied and partially satisfied performance obligations and updated the measure of progress as of the modification date, resulting in the recognition of revenue of $5.5 million. The following table summarizes the allocation of the remaining unrecognized transaction price to the remaining unsatisfied and partially satisfied performance obligations as of the modification date (in thousands):

Performance Obligations

Allocation

Combined performance obligation related to the licenses and research and development services associated with radiopharmaceutical compounds directed to the remaining initial target

$

10,125

Material right associated with limited substitution rights for the remaining initial target

2,206

Material right associated with the option to progress radiopharmaceutical candidates directed to the remaining initial target into further development

10,614

Material right associated with the option to progress a non-radiopharmaceutical compound directed to the remaining initial target

6,288

Material right for the option to expand the collaboration to include an additional target and the underlying additional option rights

10,986

$

40,219

The combined performance obligation is expected to be satisfied over approximately the next two years and the remaining material rights are expected to be exercised or expire within approximately seven years from contract inception.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $8.9 million, $3.4 million and $1.2 million, respectively, in connection with the Bayer Collaboration Agreement. As of December 31, 2025 and 2024, the Company recorded deferred revenue of $34.6 million and $40.0 million, respectively, in connection with the Bayer Collaboration Agreement.

Novartis Collaboration Agreement

On March 27, 2023, the Company and Novartis entered into a collaboration and license agreement (the “Novartis Collaboration Agreement”), pursuant to which the parties agreed to perform research and discovery activities during a research term of up to a specified number of years per target program to generate compounds incorporating optimized Bicycle constructs directed to two specified targets. The Company granted Novartis a non-exclusive, worldwide, royalty-free, sublicensable (subject to certain restrictions) license under the Company’s intellectual property

solely for Novartis to perform its research activities for each collaboration program during the research term (the “Novartis Research License”). For each collaboration program, Novartis could elect to progress compounds arising from activities under the research programs (“Licensed Compounds”) into further preclinical development and at a specified point the Company would grant Novartis an exclusive, royalty-bearing, sublicensable, license under certain of the Company’s intellectual property to develop, manufacture, and commercialize such Licensed Compound, subject to certain limitations. Novartis also had certain limited substitution rights for each target. On a target-by-target basis, if Novartis elected to progress development candidates directed to such target into further development, Novartis would have been responsible for all future development, manufacturing and commercialization activities and be required to use commercially reasonable efforts to develop and seek regulatory approval in certain major markets for products containing Licensed Compounds directed to the applicable target.

 

Novartis paid a nonrefundable upfront payment to the Company of $50.0 million in April 2023. During the research term, upon achievement of a specified discovery milestone for the first target program, Novartis was required to make a one-time payment to the Company in the low single digit millions. On a target-by-target basis, if Novartis elected to progress one or more candidate compounds into further development and obtain an exclusive license for commercialization, Novartis would be required to pay a candidate selection fee for the first such Licensed Compound progressed by Novartis that incorporates a radionuclide, and for the first such Licensed Compound that does not incorporate a radionuclide, in each case in the mid-teen millions.

 

The Company identified the following performance obligations at the inception of the arrangement: (i) two combined performance obligations each comprised of the Novartis Research License and the related research and development services during the research term for each target; (ii) two material rights associated with limited substitution rights with respect to each target; (iii) two material rights associated with the options to progress development candidates that incorporate a radionuclide with respect to each target; and (iv) two material rights associated with the option to progress development candidates that do not incorporate a radionuclide with respect to each target. The Company concluded that the Novartis Research License was not distinct from the research and development services as Novartis could not obtain the benefit of the licenses without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as they relate to constrained peptide technology that is not available in the marketplace. As a result, for each target, the Novartis Research License was combined with the research and development services into a single performance obligation. In assessing whether the various options under the agreement represent material rights, the Company considered the additional consideration the Company would have been entitled to upon option exercise and the standalone selling price of the underlying goods and services. For the material rights identified above the Company concluded that each of the options provided Novartis with a discount that it otherwise would not have received.

The total transaction price was initially determined to be $50.0 million, consisting of the $50.0 million upfront fee. Variable consideration for certain development milestones not subject to option exercises was fully constrained at inception as a result of the uncertainty regarding whether any of the milestones would be achieved. Additional consideration to be paid to the Company upon the exercise of options by Novartis was excluded from the transaction price as they relate to certain option fees, milestones and royalties that can only be achieved subsequent to the exercise options. In November 2024, the Company achieved the specified discovery milestone for the first target program and updated its estimate of the variable consideration to include an additional $3.0 million that was no longer constrained. As a result, the transaction price increased to $53.0 million.

The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the combined performance obligations for each of the targets were based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling prices for the material rights were determined based on the fees Novartis would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Novartis would exercise the options, inclusive of the probability of technical success.

The Company recognized revenue related to amounts allocated to the combined performance obligations as the underlying services were performed using a proportional performance model over the period of service using input-

based measurements of total full-time equivalent efforts and external costs incurred to date as a percentage of total estimated full-time equivalent efforts and external costs, which best reflected the progress towards satisfaction of the performance obligations. The amounts allocated to the material rights were recorded as deferred revenue and the Company would commence revenue recognition upon exercise of or upon expiry of the respective option. During the year ended December 31, 2024, the Company recognized revenue of $2.5 million upon the expiration of Novartis’ material rights for limited substitution rights for each target.

In November 2025, Novartis provided the Company with a notice of termination of the Novartis Collaboration Agreement in its entirety, effective in February 2026 after a contractual 90-day notice period. Management exercised significant judgment in concluding that the notice of termination should be accounted for as a contract modification in the fourth quarter of 2025, as the notice of termination reduces the scope of the arrangement. Management concluded that the notice of termination substantively removes all remaining performance obligations, including remaining material rights, as of the date of the notice as Novartis will not benefit from any remaining activities performed during the notice period and the likelihood of exercising any remaining options is remote. As a result, the Company recognized the remaining unrecognized transaction price of $41.9 million as revenue on the date of the notice of termination.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $47.0 million, $8.2 million and $1.9 million in connection with the Novartis Collaboration Agreement. As of December 31, 2025 and 2024, the Company recorded deferred revenue of zero and $44.1 million, respectively, in connection with the Novartis Collaboration Agreement.

Ionis Agreements

On July 9, 2021, following the exercise by Ionis of an option granted pursuant to an evaluation and option agreement, the Company and Ionis entered into a collaboration and license agreement (as amended, the “Ionis Collaboration Agreement”). Pursuant to the Ionis Collaboration Agreement, the Company granted to Ionis a worldwide exclusive license under the Company’s relevant technology to research, develop, manufacture and commercialize products incorporating Bicycle peptides directed to the protein coded by the gene TFRC1 (transferrin receptor) (“TfR1 Bicycle” molecules) intended for the delivery of oligonucleotide compounds directed to targets selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans. Ionis will maintain exclusivity to all available targets unless it fails to achieve specified development diligence milestone deadlines. If Ionis fails to achieve one or more development diligence milestone deadlines, the Company has the right to limit exclusivity to certain specific collaboration targets, subject to the payment by Ionis of a low single-digit million dollar amount per target as specified in the Ionis Collaboration Agreement. Each party was responsible for optimization of such TfR1 Bicycle molecules and other research and discovery activities related to TfR1 Bicycle molecules, as specified by a research plan, under which the Company performed research and discovery activities including a baseline level of effort for a period of three years. The research plan substantially completed in the second quarter of 2024. Ionis is responsible for all future research, development, manufacture and commercialization activities. The Company has retained certain rights, including the right to use TfR1 Bicycle molecules for all non-oligonucleotide therapeutic purposes.

Under the Ionis Collaboration Agreement, Ionis made a non-refundable upfront payment of $31.0 million in addition to $3.0 million already paid under an evaluation and option agreement, and reimbursed the Company for certain pass-through costs incurred. If Ionis is at risk of failing to achieve a specified development diligence milestone deadline, it can make up to three separate payments of a mid-single-digit million dollar amount to extend the development diligence milestone deadlines. On a collaboration target-by-collaboration target basis, Ionis will be required to make a low single-digit million dollar payment upon acceptance of an investigational new drug application (“IND”) for the first product directed to such collaboration target (provided that Ionis will have a high single-digit million dollar credit to be applied towards the IND acceptance fee for four collaboration targets, or for exclusivity payments for certain targets if specified development diligence milestones deadlines are not achieved), and Ionis will be required to make milestone payments upon the achievement of specified development and regulatory milestones of up to a low double-digit million dollar amount per collaboration target. In addition, the Company is eligible to receive up to a low double-digit million dollar amount in cumulative sales milestone payments. The Company is also entitled to receive tiered royalty payments on net sales at percentages in the low single-digits, subject to certain standard reductions and offsets. Royalties will be payable, on a product-by-product and country-by-country basis, until the latest of the expiration of specified licensed

patents covering such product in such country, ten years from first commercial sale of such product in such country, or expiration of marketing exclusivity for such product in such country.

Either party may terminate the Ionis Collaboration Agreement for the uncured material breach of the other party or in the case of insolvency. Ionis may terminate the Ionis Collaboration Agreement for convenience on specified notice periods depending on the development stage of the applicable target, either in its entirety or on a target-by-target basis.

Concurrently with the execution of the Ionis Collaboration Agreement on July 9, 2021, the Company entered into a share purchase agreement (the “Ionis Share Purchase Agreement”) with Ionis, pursuant to which Ionis purchased 282,485 of the Company’s ordinary shares (the “Ionis Shares”) at a price per share of $38.94, for an aggregate purchase price of approximately $11.0 million. The Company determined the fair value of the Ionis Shares to be $7.6 million, based on the closing price of the Company’s ADSs of $31.11 per ADS on the date of the Ionis Share Purchase Agreement, less a discount for lack of marketability associated with certain resale restrictions applicable to the Ionis Shares. The Company concluded that the premium paid by Ionis under the Ionis Share Purchase Agreement represents additional consideration for the goods and services to be provided under the Ionis Collaboration Agreement and as such, the total premium of $3.4 million was included in the transaction price under the Ionis Collaboration Agreement.

The Company identified the following performance obligations at the inception of the arrangement: (i) a combined performance obligation comprised of the worldwide exclusive license to research, develop, manufacture and commercialize products incorporating TfR1 Bicycle molecules under the arrangement and the research and discovery activities to customize and optimize such TfR1 Bicycle molecules; and (ii) four material rights associated with options to obtain credits to be applied towards the IND acceptance fee for four collaboration targets. The Company concluded that the exclusive license to research, develop, manufacture and commercialize products was not distinct from the research and discovery services as Ionis could not benefit from the license without the Company performing the research and discovery services. The services incorporated proprietary technology, unique skills and specialized expertise to optimize Bicycle molecules that were not available in the marketplace, and therefore the license was combined with the research and discovery activities into a single performance obligation. The Company concluded that the low-single-digit million dollar payments upon acceptance of an IND is a customer option, as Ionis has the contractual right to choose to make the payment in exchange for the continued exclusive right to research, develop, manufacture and commercialize the product candidate, and the Company is not presently obligated to provide, and does not have a right to consideration, for the additional goods or services prior to Ionis’s exercise of the option. In assessing whether the options under the Ionis Collaboration Agreement represent material rights, the Company considered the additional consideration the Company would be entitled to upon the option exercise and the standalone selling price of the underlying goods and services. For the material rights identified as performance obligations above, the Company concluded that each of the options to obtain credits provided Ionis with a discount that it otherwise would not have received without entering into the Ionis Collaboration Agreement.

The total transaction price was initially determined to be $38.0 million, consisting of the $31.0 million up front payment, the $3.0 million payment under the evaluation and option agreement, the $3.4 million premium paid under the Ionis Share Purchase Agreement, and an estimated $0.6 million for the reimbursement of CRO costs. Additional variable consideration including development diligence milestone deadline extension payments, development and regulatory milestone payments, sales milestone payments and royalty payments was fully constrained as a result of the uncertainty regarding whether any of the milestones will be achieved. During the year ended December 31, 2024, the Company updated its estimate of variable consideration for the reimbursement of CRO costs from $0.6 million to $0.4 million, and the transaction price decreased to $37.8 million.

The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling price of the combined licenses and research and discovery performance obligation was based on the nature of the licenses to be delivered, as well as the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit

margin. The estimated standalone selling price for the material rights was determined based on the estimated value of the underlying goods and services, and the probability that Ionis would exercise the option.

The Company recognized revenue related to amounts allocated to the combined licenses and research and discovery performance obligation using a proportional performance model over the period of service using input-based measurements including total full-time equivalent effort and CRO costs incurred to date as a percentage of total estimated full-time equivalent effort and CRO costs, which best reflects the progress towards satisfaction of the performance obligation. The combined licenses and research and discovery performance obligation was fully satisfied in the second quarter of 2024. In July 2025, an investigational medicine incorporating a TfR1 Bicycle molecule under the Ionis Collaboration Agreement achieved acceptance of an investigational new drug application (“IND”) upon which Ionis paid the Company $2.0 million. As a result, the transaction price increased from $37.8 million to $39.8 million, and the Company recognized revenue of $2.0 million during the year ended December 31, 2025.

The remaining amount of the transaction price allocated to material rights is recorded as deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the respective option. The Company anticipates the material rights may be exercisable or may expire within seven years from contract execution.

In December 2021 and April 2023, the Company entered into amendments to the Ionis Collaboration Agreement to perform additional research services and Ionis paid the Company $1.6 million and $0.8 million, respectively. The Company concluded that the December 2021 amendment was a separate contract, which was modified by the April 2023 amendment. Revenue was recognized using a proportional performance model over the period of service using input-based measurements of total full time equivalent efforts and external costs incurred to date as a percentage of total expected full time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligation. All revenue from the amendments has been recognized as of December 31, 2025.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $2.0 million, $8.9 million and $10.7 million in revenue, respectively, and as of December 31, 2025 and 2024, the Company recorded deferred revenue of $3.8 million and $3.6 million, respectively, in connection with the Ionis Collaboration Agreement.

Genentech Collaboration Agreement

On February 21, 2020, the Company entered into a Discovery Collaboration and License Agreement, as amended from time to time (as amended, the “Genentech Collaboration Agreement”), with Genentech. The collaboration was focused on the discovery and development of Bicycle peptides directed to biological targets selected by Genentech and aimed at developing up to four potential development candidates against multiple immuno-oncology targets (each a “Genentech Collaboration Program”) suitable for Genentech to advance into further development and commercialization.

Under the terms of the Genentech Collaboration Agreement, the Company received a $30.0 million upfront, non-refundable payment. The initial discovery and optimization activities were focused on utilizing the Company’s phage screening technology to identify product candidates aimed at two immuno-oncology targets (“Genentech Collaboration Programs #1 and #2”), which may have also included additional discovery and optimization of Bicycle molecules as a targeting element for each Genentech Collaboration Program (each a “Targeting Arm”). Genentech also had the option to nominate up to two additional immuno-oncology targets (each, an “Expansion Option”) as additional Genentech Collaboration Programs, which may have also included an additional Targeting Arm for each Expansion Option. Genentech exercised the Expansion Options in October 2021 and June 2022 (“Genentech Collaboration Programs #3 and #4”), respectively and paid to the Company an expansion fee of $10.0 million for each Expansion Option.

The Company granted to Genentech a non-exclusive research license under the Company’s intellectual property solely to enable Genentech to perform any activities under the agreement. If the Company performed the initial discovery and optimization activities in accordance with an agreed upon research plan and achieved specified criteria, Genentech had the option to have the Company perform initial pre-clinical development and optimization activities in

exchange for an additional specified milestone payment in the mid-single digit millions for each Genentech Collaboration Program (the “LSR Go Option”). Upon completion of such initial pre-clinical development and optimization activities for each Genentech Collaboration Program, Genentech had the option to obtain an exclusive license to exploit any compound developed under such Genentech Collaboration Program in exchange for an additional specified payment in the mid to high single digit millions for each of Genentech Collaboration Programs #1 through #4 (the “Dev Go Option”).

The Company identified the following performance obligations at inception of the arrangement: (i) a combined performance obligation comprised of the research license and the related research and development services through LSR Go for Genentech Collaboration Program #1; (ii) a combined performance obligation comprised of the research license and the related research and development services through LSR Go for Genentech Collaboration Program #2; (iii) a material right associated with an option to a specified Targeting Arm for Genentech Collaboration Program #1; (iv) two material rights associated with the LSR Go Option for Genentech Collaboration Program #1 and Genentech Collaboration Program #2, which includes research services to be provided through the Dev Go Option; (v) material rights associated with certain limited substitution rights with respect to a limited number of collaboration targets; and (vi) two material rights related to each Genentech Expansion Option, which upon exercise included the services for an additional immuno-oncology target through LSR Go, an LSR Go Option which includes the services to be provided through the Dev Go Option, limited substitution rights, and an option to select a specified Targeting Arm.

The Company concluded that the research license was not distinct from the research and development services as Genentech could not obtain the benefit of the research license without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as it relates to constrained peptide technology that is not available in the marketplace. As a result, for each program, the research license was combined with the research and development services into a single performance obligation. In addition, the Company concluded that the Dev Go Option was not distinct or separately exercisable from the LSR Go Option, as the customer could not benefit from the Dev Go Option unless and until the LSR Go Option was exercised.

In assessing whether the various options under the Genentech Collaboration Agreement represented material rights, the Company considered the additional consideration the Company would be entitled to upon the option exercise, the standalone selling price of the underlying goods, services, and additional options. For the material rights identified above the Company concluded that each of the options provided Genentech with a discount that it otherwise would not have received.

The total transaction price was initially determined to be $31.0 million, consisting of the $30.0 million upfront fee and an additional $1.0 million for Genentech’s selection of a new Targeting Arm associated with Genentech Collaboration Program #2 at inception. Additional consideration to be paid to the Company upon the exercise of options by Genentech and subsequent milestones were excluded from the transaction price as they relate to option fees and milestones that could only be achieved subsequent to the exercise of an option. In addition, other variable consideration for development milestones not subject to option exercises was fully constrained, as a result of the uncertainty regarding whether any of the milestones would be achieved. In March 2021, the transaction price was increased to $33.0 million as a result of the Company’s achievement of specified criteria for the Targeting Arm associated with Genentech Collaboration #2.

The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the Genentech Collaboration Programs was based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin. The estimated standalone selling price for the material rights was determined based on the fees Genentech would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Genentech would exercise the option and any underlying options.

In October 2021 and June 2022, respectively, Genentech exercised the first and second Expansion Options to add Genentech Collaboration Programs #3 and #4 and paid to the Company an expansion fee of $10.0 million each. For Genentech Collaboration Program #3, Genentech also elected for the Company to perform discovery and optimization

services for a Targeting Arm, and the Company received an additional payment of $1.0 million. The Company concluded that the exercise of each Expansion Option, including the option to a specified Targeting Arm for Genentech Collaboration Program #3, is accounted for as a continuation of the existing contract as the customer decided to purchase additional goods and services contemplated in the original contract. The additional arrangement consideration for each Expansion Option as well as the amounts originally allocated to each Expansion Option were allocated to the underlying goods and services associated with each Expansion Option on the same basis as the initial allocation of the Genentech Collaboration Agreement. In December 2022 upon achievement of specified criteria for the Targeting Arm associated with Genentech Collaboration Program #3, the Company allocated the additional consideration received of $2.0 million entirely to the Genentech Collaboration Program #3 and Targeting Arm services as the terms of the variable consideration relate specifically to the Company’s efforts in satisfying the performance obligation and allocating the variable consideration entirely to the performance obligation is consistent with the allocation objective in ASC 606. Other variable consideration for development milestones not subject to option exercises was fully constrained as a result of the uncertainty regarding whether any of the milestones will be achieved.

The Company recognized revenue related to amounts allocated to the Genentech Collaboration Program #1 through #4 Performance Obligations as the underlying services were performed using a proportional performance model over the period of service using input-based measurements of total full-time equivalent efforts and external costs incurred to date as a percentage of total full-time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligation. The amounts allocated to the material rights were recorded as deferred revenue and the Company would commence revenue recognition upon exercise of or upon expiry of each respective option.

In June 2023, Genentech terminated Genentech Collaboration Program #2 and revenue of $6.0 million was recognized during the year ended December 31, 2023. In January 2024, the JRC decided to discontinue research activities associated with Genentech Collaboration Program #3 and, as a result, the Company recognized revenue of $10.4 million during the year ended December 31, 2024. In January 2025, Genentech provided the Company with a notice of termination for Genentech Collaboration Program #4, effective in March 2025, and the Company recognized revenue of $7.5 million during the year ended December 31, 2025. In July 2025, Genentech provided the Company with a notice of termination of the Genentech Collaboration Agreement, effective in August 2025, and as a result, the Company recognized the remaining deferred revenue under the arrangement of $6.5 million during the year ended December 31, 2025.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $14.7 million, $14.8 million and $12.0 million, respectively, and as of December 31, 2025 and 2024, the Company recorded deferred revenue of zero and $14.0 million, respectively, in connection with the Genentech Collaboration Agreement.

Summary of Contract Assets and Liabilities

The following table presents changes in the balances of the Company’s contract liabilities (in thousands):

Beginning Balance

Impact of

Ending Balance

January 1,

Exchange

December 31,

  ​ ​ ​

2025

  ​ ​ ​

Additions

  ​ ​ ​

Deductions

  ​ ​ ​

Rates

  ​ ​ ​

2025

Contract liabilities:

  ​

  ​

  ​

  ​

  ​

Deferred revenue

  ​

  ​

  ​

  ​

  ​

Bayer collaboration deferred revenue

$

39,960

$

960

$

(8,920)

$

2,629

$

34,629

Novartis collaboration deferred revenue

44,073

(46,985)

2,912

Ionis collaboration deferred revenue

3,587

253

3,840

Genentech collaboration deferred revenue

14,038

(14,681)

643

Total deferred revenue

$

101,658

$

960

$

(70,586)

$

6,437

$

38,469

Beginning Balance

 

Impact of

Ending Balance

January 1,

Exchange

December 31,

  ​ ​ ​

2024

  ​ ​ ​

Additions

  ​ ​ ​

Deductions

  ​ ​ ​

Rates

  ​ ​ ​

2024

Contract liabilities:

  ​

  ​

  ​

  ​

  ​

Deferred revenue

  ​

  ​

  ​

  ​

  ​

Bayer collaboration deferred revenue

$

43,618

$

296

$

(3,393)

$

(561)

$

39,960

Novartis collaboration deferred revenue

50,008

3,000

(8,161)

(774)

44,073

Ionis collaboration deferred revenue

12,464

90

(8,881)

(86)

3,587

Genentech collaboration deferred revenue

29,104

(14,840)

(226)

14,038

Total deferred revenue

$

135,194

$

3,386

$

(35,275)

$

(1,647)

$

101,658

Contract assets represent research and development services which have been performed but have not yet been billed, and are reduced when they are subsequently billed. There were no contract assets at December 31, 2025 or 2024.

As of December 31, 2025, the Bayer and Ionis deferred revenue balances include $31.6 million and $3.8 million, respectively, allocated to material rights that will commence revenue recognition when the respective underlying options are exercised or when they expire.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenues as a result of the following (in thousands):

 

Year Ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Revenue recognized in the period from:

 

  ​

  ​

  ​

Revenue recognized based on proportional performance

 

$

9,109

$

24,266

$

19,160

Revenue recognized based on contract modifications and expiration of material rights

61,477

 

10,576

 

7,816

Revenue recognized based on changes in transaction price

2,000

433

Total

$

72,586

$

35,275

$

26,976

Cancer Research UK

BT1718

On December 13, 2016, the Company entered into a Clinical Trial and License Agreement with Cancer Research Technology Limited (“CRTL”), a wholly owned subsidiary of Cancer Research UK that Cancer Research UK’s commercial activities operate through, and Cancer Research UK (the “BT1718 Cancer Research UK Agreement”). Pursuant to the BT1718 Cancer Research UK Agreement, as amended in March 2017 and June 2018, Cancer Research UK’s Centre for Drug Development sponsored and funded a Phase I/IIa clinical trial for BT1718, a BDC molecule, in patients with advanced solid tumors. Upon the completion of the Phase I/IIa clinical trial, the Company had the right to obtain a license to the results of the clinical trial upon the payment of a milestone, in cash and ordinary shares. The Company was required to reimburse Cancer Research UK for certain costs upon specified termination events.

The Company concluded that the costs incurred by Cancer Research UK was a research and development funding liability in accordance with ASC 730, Research and Development, as certain payments were not based solely on the results of the research and development having future economic benefit.

On December 4, 2024, the Company, CRTL and Cancer Research UK entered into an Expiry and Revenue Sharing Agreement (the “BT1718 Expiration Agreement”) pursuant to which (i) the Company did not exercise its option to obtain a license to the results of the clinical trial, (ii) CRTL did not elect to receive an assignment and exclusive license to develop and commercialize the product, and (iii) the BT1718 Cancer Research UK Agreement and all rights and obligations (other than certain surviving provisions as outlined in the agreement) under the BT1718 Cancer Research UK Agreement expired and terminated as of December 4, 2024. Under the terms of the BT1718 Expiration

Agreement, the Company agreed to pay to CRTL an upfront payment of $0.1 million. The Company will also pay to CRTL specified royalty and other payments at percentages in the very low to low single digits related to specified products targeting the MT1 target antigen.

The Company accounted for the BT1718 Expiration Agreement by applying the concepts of ASC 470, Debt. As all rights and obligations, including the Company’s payment obligations, under the BT1718 Cancer Research UK Agreement expired and terminated, the Company concluded that the liability recorded under the BT1718 Cancer Research UK Agreement is extinguished as the Company has been legally released from being the primary obligor under the BT1718 Cancer Research UK Agreement. As such, the Company recognized a gain on extinguishment of the research and development funding liability of $4.5 million during the year ended December 31, 2024, which is recorded within other income, net, in the consolidated statements of operations and comprehensive loss.