
	Amount in thousands







Balance at December 31, 2023	$	170,899
Initial recognition of BioNTech liability	38,335
Proceeds from Blackstone Development Payments received	30,000
Interest expense accrued on liabilities related to future royalties and milestones, net	39,510
Cumulative catch-up adjustment	(30,644)
Balance at December 31, 2024	$	248,100
Interest expense accrued on liabilities related to future royalties and milestones, net	42,138
Cumulative catch-up adjustment	(5,699)
Revenue share payments	(4,339)
Balance at December 31, 2025	$	280,200


	December 31,
	2025		2024
Current portion of liabilities related to future royalties and milestones, net	$	10,000	$	3,500
Non-current portion of liabilities related to future royalties and milestones, net	270,200		244,600
Total Liabilities Related to Future Royalties and Milestones, Net	$	280,200	$	248,100

Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay the Company up to $150 million to support the continued development of obe-cel, as well as next generation product therapies of obe-cel in B-cell malignancies. These payments include (i) an upfront payment of $50 million and (ii) up to $100 million payable based on the achievement of certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”)

In November 2021, the upfront payment of $50 million was paid by Blackstone upon execution of the Blackstone Collaboration Agreement. In December 2022, two Blackstone Development Payments were paid by Blackstone of $35 million each as a result of (i) the joint steering committee’s review of Autolus’ interim analysis of pivotal FELIX Phase 2 clinical trial of obe-cel in relapsed/refractory (“r/r”) adult Acute Lymphoblastic Leukemia (“B-ALL”) and (ii) achievement of a pre-agreed manufacturing milestone as a result of completion of planned activities demonstrating the performance and qualification of the Company’s obe-cel’s manufacturing process. In December 2024, the remaining $30 million Blackstone Development Payment was paid to the Company on the approval of AUCATZYL by the FDA. The Company considered the achievement of the specified regulatory milestone as probable when actually achieved (i.e., when the contingency resolves).

In exchange for the Blackstone Development Payments, the Company agreed to make payments to Blackstone (the “Revenue Share Payments”) equal to a mid-single digit royalty, subject to the Aggregate Cap (as defined in the Blackstone Collaboration Agreement) on payments under the Blackstone Collaboration Agreement, based on net sales anywhere in the world of (i) Collaboration Products in B-cell malignancies, (ii) subject to certain conditions set forth in the Blackstone Collaboration Agreement, its CD19 and CD22 CAR T cell investigational therapy product candidate known as AUTO3 in B-cell malignancies, and (iii) certain Collaboration Products to the extent developed or commercialized in indications other than a B-cell malignancy. The Company is also obligated to make payments (the “Sales Milestone Payments”), subject to the Aggregate Cap, if certain cumulative net sales levels are achieved.

The Company, and all of its subsidiaries have provided, and all of its future subsidiaries will provide, a guaranty to Blackstone of its obligations under the Blackstone Collaboration Agreement. In addition, the Company granted a security interest in its subsidiary Autolus Limited to Blackstone in certain intellectual property and financial assets of the Company and its subsidiaries. The security interest terminated in January 2025 upon the first commercial sale of AUCATZYL in the U.S. (such time, the “Release Time”). The Blackstone Collaboration Agreement contains certain restrictive negative covenants that also expired upon the Release Time.

Termination of the Blackstone Collaboration Agreement by Blackstone due to certain breaches of the Blackstone Collaboration Agreement or other actions by the Company will require the Company to make liquidated damage payments to Blackstone in excess of the Blackstone Development Payments.

The Company has accounted for the Blackstone Collaboration Agreement as a liability primarily due to the Company's significant continuing involvement in generating the royalty stream. From the commencement of commercial sales of AUCATZYL in January 2025, the Company has recognized the portion of royalties paid to Blackstone as a decrease to the liability with a corresponding reduction in cash.

On February 6, 2024 (the “Execution Date”), the Company concurrently entered into the following agreements with BioNTech SE, (“BioNTech”) collectively called the “BioNTech Agreements”:

The Company identified four units of accounting upon execution of the BioNTech Agreements The four units of accounting were recorded at fair value upon initial recognition and will not be subsequently measured at fair value.

The Company allocated the total gross proceeds arising from the BioNTech Securities Purchase Agreement (i.e., the Initial ADSs representing ordinary shares), and the BioNTech License and Option Agreement among the four units of accounting on a relative fair value basis at the time of the transaction as follows:


Units of Accounting	Gross proceeds (in millions)		Initial fair value (in millions)		Allocated consideration based on relative fair value (in millions)		Net allocated consideration based on relative fair value after transaction costs* (in millions)
Initial ADSs, representing ordinary shares	$	200.0	$	200.0	$	200.0	$	193.8
Subsequent ADSs, representing ordinary shares	$	—	$	—	$	—	$	—
BioNTech License and Option Agreement	$	50.0	$	50.0	$	50.0	$	47.9
Liabilities related to future royalties and milestones, net (Obe-cel Product Revenue Interest)	$	40.0	$	40.0	$	40.0	$	38.3
License Revenue (Binder License)	$	10.0	$	10.0	$	10.0	$	9.6
MCSA	$	—	$	—	$	—	$	—
Total	$	250.0	$	250.0	$	250.0	$	241.7
* In addition, the total shared transaction costs of $8.3 million, relating to the BioNTech Agreements have been allocated to the four units of accounting on a relative fair value basis.

Within the BioNTech License and Option Agreement, there are a number of embedded features which have each been assessed for freestanding financial instrument accounting in accordance with ASC 480, Distinguishing Liabilities from Equity. Although these embedded features are separately exercisable, they lack legal detachability and, therefore, the BioNTech License and Option Agreement is accounted for as one freestanding financial instrument. However, each embedded feature is assessed for derivative accounting in accordance to ASC 815.

The Company analyzed how it should account for the host contract (i.e., the BioNTech License and Option Agreement) as the Binder License represents an agreement with customer for goods and services and therefore should be accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). However, as the other embedded features of the BioNTech License and Option Agreement fall under the scope of other topics that specify how to initially measure the contract (i.e., ASC Topic 470, Debt (“ASC 470”)), the Company determined that the host contract should not be accounted for and initially measured pursuant to ASC 606. Furthermore, the Company determined the host contract (the BioNTech License and Option Agreement) met the scope exception of ASC 815-10-15-59(d) and therefore should not be accounted for as a derivative under ASC 815 but instead be accounted for as a debt financial instrument in accordance with ASC 470.

Under the License Agreement, BioNTech has also agreed to financially support the expansion of the clinical development program and planned commercialization of obe-cel (through a revenue sharing arrangement). In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to us of $40.0 million. The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, including revenues from sales of AUCATZYL, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $100.0 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election. The Company made initial payments of the revenue interest to BioNTech in 2025.

The Company has accounted for the Obe-cel Product Revenue Interest as a liability primarily due to the Company’s significant continuing involvement in generating the royalty stream. In February 2024, the Company initially recognized the BioNTech Liability at $38.3 million being the face value less debt issuance costs. From the commencement of commercial sales of AUCATZYL in January 2025, the Company has recognized the portion of royalties paid to BioNTech as a decrease to the liability with a corresponding reduction in cash.

The carrying amount of the BioNTech Liability is based on the Company’s estimate of the future royalties to be paid to BioNTech to be received over the life of the arrangement as discounted using an effective interest rate. The excess or deficit of estimated present value of future royalties over the initial carrying amount, is recognized using the cumulative catch-up method within interest expense, net using the initial effective interest rate. The imputed rate of interest on the unamortized portion of the BioNTech Liability was approximately 28.70% as of December 31, 2025 and 2024.