5. License and collaboration agreements

Beam Therapeutics Inc.

In October 2021, the Company entered into an option and license agreement with Beam Therapeutics Inc. (Beam), pursuant to which the Company was granted a non-exclusive license to use Beam’s proprietary CRISPR Cas12b nuclease editing technology to research, develop, and commercialize engineered cell therapy products that (i) are directed to certain antigen targets, with respect to allogeneic T cell products, or (ii) comprise certain human cell types, with respect to stem cell-derived products. The Company made an upfront payment of $50.0 million to Beam, which was recorded in research and development expense for the year ended December 31, 2021. Additionally, under the terms of the agreement, the Company may be obligated to pay, with respect to each licensed product, up to $65.0 million in specified developmental and commercial milestone payments as well as royalties. At the time of the entry into the option and license agreement, a member of the Company’s board of directors was a beneficial owner of greater than 10% of the outstanding shares of Beam. In 2024, this director was also affiliated with a member of the board of directors of Beam.

President and Fellows of Harvard College

In March 2019, the Company entered into an exclusive license agreement with the President and Fellows of Harvard College (Harvard) to access certain intellectual property for the development of hypoimmune-modified cells. Under the terms of the agreement, the Company paid to Harvard aggregate consideration of $12.0 million, comprising $9.0 million in common stock and $3.0 million in cash. Additionally, the Company may be required to pay to Harvard up to an aggregate of $175.0 million in success payments, payable in cash, based on increases in the fair value of the Company’s common stock (Harvard Success Payments). The potential Harvard Success Payments are based on multiples of increased value ranging from 5x to 40x, based on a comparison of the fair market value of the Company’s common stock relative to the original issuance price of $4.00 per share at ongoing pre-determined valuation measurement dates. The Harvard Success Payments can be achieved over a maximum of 12 years from the effective date of the agreement. If a higher success payment tier is first met at the same time a lower tier is first met, both tiers will be owed. Any previous success payments made to Harvard would be credited against the success payment owed as of any valuation measurement date so that Harvard does not receive multiple success payments in connection with the same threshold. As of June 30, 2026, a Harvard Success Payment had not been triggered.

The Harvard Success Payment liabilities are carried at fair value, with the initial value and changes in fair value recognized in research and development related success payments and contingent consideration. As of June 30, 2026 and December 31, 2025, the estimated fair value of the Harvard Success Payment liability was $1.3 million and $1.4 million, respectively, and was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Harvard Success Payment liability, the Company recognized expenses of $0.4 million for each of the three months ended June 30, 2026 and 2025, respectively, and a gain of $0.1 million and an expense of $0.4 million for the six months ended June 30, 2026 and 2025, respectively.

Mayo Clinic

In April 2026, the Company entered into the SPA with Mayo Clinic pursuant to which Mayo Clinic purchased the Initial Shares at a price of $3.33 per share for gross proceeds of approximately $25.0 million, and may elect, on or prior to August 31, 2026, to purchase the Additional Shares at a price of $3.33 per share for additional gross proceeds of approximately $25.0 million. As of the filing of this Quarterly Report, Mayo Clinic has not elected to purchase the Additional Shares.

In connection with the SPA, the Company entered into a collaboration and license agreement (the License Agreement) with an affiliate of Mayo Clinic pursuant to which the Company obtained a non-exclusive license to certain know-how and other intellectual property rights of such affiliate related to the Company’s SC451 program and related islet cell therapy technologies. In exchange, the Company is obligated to pay Mayo Clinic royalties on net sales of products covered by the License Agreement.

The Company evaluated the SPA and the License Agreement (together, the Transaction) as a combined arrangement as the agreements were negotiated and entered into concurrently, and the entry into the License Agreement was a condition to the parties’ obligations to purchase and sell the Initial Shares under the SPA. The gross proceeds from sale of the Initial Shares were representative of the fair value of the Transaction and accounted for as an equity issuance. The rights granted to the Company under the License Agreement did not result in the recognition of a separate intangible asset or in-process research and development expense at inception.

The Company determined that Mayo Clinic’s option to purchase the Additional Shares represents a freestanding equity-classified instrument. Accordingly, the gross proceeds from the sale of the Initial Shares were allocated between the Initial Shares and the option to purchase the Additional Shares based on their relative fair values. The Company allocated approximately $21.3 million to common stock and additional paid-in capital associated with the Initial Shares and approximately $3.7 million to additional paid-in capital associated with the option to purchase the Additional Shares.