v3.26.1
Collaboration and License Agreements
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Collaboration and License Agreements

Note 5. Collaboration and License Agreements

 

Collaboration and License Agreement with Boehringer Ingelheim International GmbH

 

In October 2022, the Company executed a Collaboration and License Agreement, or the CLA, with Boehringer Ingelheim International GmbH, or Boehringer Ingelheim, to research, develop and commercialize Frizzled 4, or Fzd4, bi-specific antibodies designed using the Company’s SWAP technology, including SZN-413. Boehringer Ingelheim and the Company conducted partnership research focused on SZN-413 during a 1.5-year period. The Company granted Boehringer Ingelheim an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by Boehringer Ingelheim. After an initial period of joint research, Boehringer Ingelheim is responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of Boehringer Ingelheim’s royalty obligations. Boehringer Ingelheim has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach.

Under the terms of the CLA, Boehringer Ingelheim agreed to pay a non-refundable upfront payment of $12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. In March 2026, Boehringer Ingelheim achieved a research milestone, reflecting a positive outcome of the IND-enabling GLP toxicology study. In June 2026, Boehringer Ingelheim achieved a development milestone following the initiation of a Phase 1 study. During the three and six months ended June 30, 2026, the Company recognized $5.0 million and $10.0 million, respectively, as collaboration and license revenue for the achievement of such milestones and received a $5.0 million non-refundable and non-creditable payment from Boehringer Ingelheim in April 2026.

In connection with the June 2026 development milestone, Boehringer Ingelheim has advised the Company that it believes it has grounds to assert a contractual remedy under the CLA to reduce the amount of future milestone and royalty payments otherwise payable under the CLA. As a result, the Company recognized $5.0 million related to the June 2026 development milestone reflection a reduction of 50% in the milestone payment of $10.0 million otherwise payable under the CLA. The Company believes Boehringer Ingelheim’s interpretation of the terms of the CLA is without merit. Boehringer Ingelheim paid the $5.0 million in July 2026. The Company re-evaluated the transaction price upon the achievement of the milestone and in consideration of uncertain events, and adjusted the variable consideration included in the transaction price accordingly.

The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company’s intellectual property granted to Boehringer Ingelheim represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be the non-refundable upfront payment at the inception. Variable consideration related to future milestones is fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company re-evaluates the transaction price in each reporting period, including upon the

achievement of milestones and as uncertain events are resolved or other changes in circumstances occur, and adjusts the variable consideration included in the transaction price accordingly.