License and Collaboration Agreements |
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| License And Collaboration Agreement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| License and collaboration agreements | 7. License and collaboration agreements Acadia Pharmaceuticals Inc. In January 2022, the Company entered into a License and Collaboration Agreement (the “Acadia Agreement”) with Acadia Pharmaceuticals Inc. (“Acadia”) for the discovery, development and commercialization of novel RNA-based medicines for the treatment of severe and rare genetic neurodevelopmental diseases of the central nervous system. The Acadia Agreement focused on the targets SYNGAP1, MECP2 (Rett syndrome), and an undisclosed neurodevelopmental target of mutual interest. In connection with each target, the Company agreed to collaborate with Acadia to identify potential treatments for further development and commercialization as licensed products. With respect to SYNGAP1, the Company agreed with Acadia to co-develop and co-commercialize licensed products for such target globally, and in connection therewith the Company granted to Acadia worldwide, co-exclusive (with the Company) licenses for such licensed products. With respect to MECP2 and the neurodevelopmental target, the Company granted Acadia worldwide, exclusive licenses to develop and commercialize licensed products for such targets. In September 2025, Acadia terminated the MECP2 and the undisclosed neurodevelopmental programs under the Acadia Agreement (the “Discontinued Acadia Programs”) and rights to these targets returned to the Company. The collaboration with Acadia with respect to SYNGAP1 remains ongoing. Pursuant to the terms of the Acadia Agreement, the Company received an upfront payment of $60.0 million from Acadia. Acadia agreed to fund the research for the Discontinued Acadia Programs, and the Company will equally fund with Acadia the research to identify potential licensed products for SYNGAP1. The Company is eligible to receive up to $245.0 million in potential total milestone payments based upon the achievement of certain development, regulatory, first commercial sales and sales milestone events for the SYNGAP1 program, assuming each milestone were achieved at least once. For SYNGAP1 licensed products that the Company is co-developing and co-commercializing, the Company will be responsible for 50% of the development and commercialization costs and will receive 50% of the profits from global commercialization. The Company is provided with a co-development and co-commercialization opt out option relating to the SYNGAP1 target indication at the Company’s discretion. Such opt-out would reduce development and commercialization milestones but would provide the Company with royalties on an escalating basis attributable to net sales milestones. As a result of the termination of the Discontinued Acadia Programs, the Company is no longer eligible to receive the milestones for those programs of up to $662.5 million or any royalties related thereto. Acadia Agreement accounting At the commencement of the Acadia Agreement, the Company identified three performance obligations consisting of pre-clinical research activities for each of the three targets, SYNGAP1, MECP2, and the undisclosed neurodevelopmental target. The exclusive or co-exclusive licenses granted to Acadia to conduct pre-clinical research activities on each of the three targets, and participation on each of the respective joint research committees were identified as promised services. However, the licenses granted to Acadia and the research activities were determined to be not distinct from each other, and therefore are considered a combined performance obligation for each of the three targets. Participation on each of the joint research committees was determined to be quantitatively and qualitatively immaterial in the context of the arrangement with Acadia. The Company is recognizing the transaction price for the pre-clinical research activities for the remaining target over time as the research services are provided. The transfer of control to Acadia occurs over this time period, and in management’s judgment, is the best measure of progress towards satisfying the performance obligation. An input method is used that measures the cost incurred to date in satisfying each of the three research activities in relation to the estimated total projected cost of each of the research activities to fulfill the respective obligations. The cumulative effect of revisions to estimated costs and/or the transaction price to complete the research performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. For other milestones, the Company evaluated factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. Milestones that are outside of the Company’s or Acadia’s control will not be recognized until such milestones are achieved. As to the other milestones, to date, no milestone payments have been included in the transaction price due to the uncertainty as to whether these milestones will be achieved. The Company will at the end of each reporting period reevaluate the probability of achievement of all milestones subject to constraint and, if necessary, adjust its estimate of the overall transaction price for each of the research activities on the three targets. Any such adjustments will be recorded on a cumulative catch-up basis. As of June 30, 2026, the Company had $1.8 million in receivables and $4.3 million recorded as current deferred revenue under the Acadia Agreement, related to performance obligations that were either unsatisfied or partially unsatisfied. Revenue recognized under the Acadia collaboration was $2.8 million and $10.7 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized $5.0 million and $16.8 million, respectively, in revenue related to the Acadia Agreement. Biogen International GmbH License and Collaboration Agreement On February 14, 2025, the Company entered into a License and Collaboration Agreement (the “Biogen Agreement”) with Biogen International GmbH (“Biogen”) for the joint development and commercialization of zorevunersen and other compounds targeting the SCN1A gene (the “Licensed Product”). Under the terms of the Biogen Agreement, the Company granted Biogen an exclusive, royalty bearing license to develop, manufacture and commercialize licensed products outside the United States, Canada and Mexico (the “Biogen Territory”). Biogen also has an option to exercise an exclusive, royalty-bearing, sublicensable and transferable license to certain future follow on antisense oligonucleotides (“ASOs”) directed to SCN1A controlled by the Company. The parties are jointly developing zorevunersen, with the Company leading global development, and development costs are shared pursuant to an agreed budget, with the Company responsible for 70% and Biogen responsible for 30%. The Company received an upfront payment of $165.0 million and is eligible to receive development and commercial milestones that could total up to approximately $50.0 million and $335.0 million, respectively if all the specified milestones set forth in the collaboration arrangement are achieved. The Company is also eligible to receive tiered, double-digit royalties ranging from the low double digits to the high teen percentages on future net sales in the Licensed Product territory. As of June 30, 2026, no milestones have been achieved. Biogen Agreement accounting The Company determined that the Biogen Agreement represents a contract with a customer under ASC 606 and identified two performance obligations: • the license granted to Biogen (the “IP License”); and • development services, that are expected to generate data necessary for regulatory approval in the Biogen Territory for the Licensed Product (“Global Development Activities”). The initial transaction price was $243.4 million, consisting of the non-refundable upfront payment of $165.0 million and $78.4 million estimated variable consideration related to development cost reimbursements for Global Development Activities. Sales-based royalties and milestone payments were excluded from the transaction price as they were either subject to the sales- or usage-based royalty exception or fully constrained due to uncertainty. The transaction price was allocated to the performance obligations based on their relative standalone selling prices. Revenue allocated to the IP License was recognized upon transfer of the license in February 2025. Revenue related to Global Development Activities is recognized over time using a cost-based measure of progress, which is considered by the Company to be appropriate as there is a direct relationship between the costs incurred and satisfaction of the performance obligation. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The following table provides a summary of the transaction price allocated to each performance obligation, in addition to revenue activity for the six months ended June 30, 2026 and June 30, 2025 (in thousands):
As of June 30, 2026, the Company had $5.4 million of receivables and $9.8 million of deferred contract consideration related to the Biogen Agreement, of which $4.2 million was classified as current deferred revenue. For the three months ended June 30, 2026 and 2025, the Company recognized revenue of $6.5 million and $3.2 million, respectively, and for the six months ended June 30, 2026 and 2025, the Company recognized $10.6 million and $155.6 million, respectively, under the Biogen Agreement. The Company expects the full recognition of the deferred contract consideration in December 2028. |
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