v3.26.1
Kyowa Kirin Collaboration and License Agreement
6 Months Ended
Jun. 30, 2026
Kyowa Kirin Collaboration and License Agreement [Abstract]  
Kyowa Kirin Collaboration and License Agreement

7. Kyowa Kirin Collaboration and License Agreement

On November 20, 2024, we and Kyowa Kirin Co., Ltd. and Kyowa Kirin, Inc., or together Kyowa Kirin, entered into a collaboration and license agreement, or the Kyowa License Agreement, to develop and commercialize ziftomenib globally. In addition, we are responsible for the global manufacture and supply of ziftomenib pursuant to a clinical supply agreement with Kyowa Kirin Co., Ltd., or Kyowa Supply Agreement. The Kyowa Supply Agreement was determined to be a separate contract from the Kyowa License Agreement for purposes of revenue recognition and reporting.

On June 27, 2025, we entered into a co-promotion and medical affairs agreement with Kyowa Kirin, Inc., which was determined to be a separate contract from the Kyowa License Agreement for purposes of revenue recognition and reporting.

The Kyowa License Agreement includes performance obligations for monotherapy development services, combination therapy development services, and commercialization services. We have the right and responsibility to lead all development, manufacturing, and commercialization activities for ziftomenib in the United States. We are responsible for funding the specified development activities set forth in the initial development plan and budget mutually agreed upon with Kyowa Kirin, or Development Plan, and we and Kyowa Kirin share equally (50/50) all other development costs in the United States. The parties share equally profits or losses from the commercialization of ziftomenib in the United States.

Through the Kyowa License Agreement, we granted Kyowa Kirin an exclusive license to develop, manufacture and commercialize ziftomenib outside of the United States, or ROW License, within the field of acute myeloid leukemia, or AML, and other hematologic malignancies.

As of June 30, 2026, we have received or expected to receive $597.1 million under the Kyowa License Agreement, consisting of $570.0 million in upfront and milestone payments and $27.1 million in profit and loss and expense sharing. We are eligible to receive an additional $693.0 million in development, regulatory, and commercial milestone payments for the existing field (i.e., AML and other hematologic malignancies) and, if Kyowa Kirin exercises its option to expand the ROW License, an additional $228.0 million in upfront payments and development, regulatory, and commercial milestone payments for the expanded field (i.e., gastrointestinal stromal tumors and other solid tumor indications), totaling up to $1.491 billion in upfront and milestone payments in the aggregate. We are also eligible to receive tiered double-digit royalties on sales of ziftomenib outside of the United States.

The Kyowa License Agreement will remain in effect in the United States until the latest of expiration of all valid claims of our patent rights, expiration of the last-to-expire regulatory exclusivity or ten years after first commercial sale. The Kyowa License Agreement will remain in effect outside of the United States until the expiration of the last-to-expire royalty term. Either party may terminate the Kyowa License Agreement for uncured material breach by or insolvency of the other party. Kyowa Kirin may terminate the Kyowa License Agreement for convenience upon twelve months’ prior written notice.

Based on our analysis of the key terms and activities required by the Kyowa License Agreement, we assessed the criteria under Topic 808 and concluded that both parties participate in a joint operating activity, are active participants, and are exposed to significant risks and rewards dependent on the commercial success of the activities. Therefore, the Kyowa License Agreement is within the scope of Topic 808.

We evaluated each of the promised goods and services and determined the Kyowa License Agreement contains multiple units of account, comprised of the ROW License, development services related to monotherapy, development services related to combination therapies and commercialization services. The ROW License is a unit of account under the scope of Topic 606, while the development services and commercialization services are under the scope of Topic 808. We determined that Topic 606 is the most appropriate accounting model to apply by analogy to the recognition and measurement of these units of account.

As of June 30, 2026, the transaction price of $597.1 million includes fixed consideration and variable consideration to the extent that it is probable that a significant reversal of revenue recognized will not occur. The transaction price excludes variable consideration when uncertainties related to development, regulatory and commercial outcomes exist.

We allocated the transaction price to each performance obligation based on their relative stand-alone selling price. Transaction price allocated to the ROW License is recognized in collaboration revenue at a point in time as the performance obligation was completed upon transfer of the license. Transaction price allocated to development services for monotherapy and combination therapies is recognized in collaboration revenue over time using a cost-to-cost measure of progress.

For the three and six months ended June 30, 2026, we recognized $6.2 million and $13.4 million, respectively, of revenue from development services for monotherapy, and $5.6 million and $10.9 million, respectively, of revenue from development services in combination with other therapies. Collaboration revenue recognized for the three and six months ended June 30, 2026 was included in contract liabilities as of December 31, 2025.

As of June 30, 2026, the total contract liability was $454.1 million, of which $55.5 million was classified as current, and $398.6 million was classified as long-term. As of June 30, 2026, the remaining unrecognized consideration allocated to the development services for monotherapy was $20.9 million and to the development services in combination with other therapies was $156.4 million. As of June 30, 2026, $276.8 million of consideration allocated to commercialization services and profit and loss and expense sharing received or expected to be received was constrained and included in contract liabilities, of which $8.7 million was classified as current, and $268.1 million was classified as long-term.