Commitments and Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 12. Commitments and Contingencies Einstein License Agreement In 2015, the Company entered into the Einstein License with Einstein for certain patent rights relating to the Company’s core technology platform for the engineering of biologics to control T cell activity, precision, immune-modulatory drug product candidates, and two supporting technologies that enable the discovery of costimulatory signaling molecules (ligands) and T cell targeting peptides. The Company entered into an amended and restated license agreement on July 31, 2017, as amended on October 2018, which modified certain obligations of the parties under the Einstein License. The Einstein License was further amended on January 13, 2024 and April 10, 2025. The Company pays $0.1 million in annual maintenance license fees to Einstein, which are amortized equally throughout the year. The Company incurred less than $0.1 million in annual maintenance fees for each of the three and six months ended June 30, 2026 and 2025. The Company’s remaining commitments with respect to the Einstein License are based on the attainment of future milestones. The aggregate amount of milestone payments made under the Einstein License may equal up to $1.85 million for each Einstein Licensed Product, and up to $1.85 million for each new indication of an Einstein Licensed Product. Additionally, the aggregate amount of one-time milestone payments based on cumulative sales of all Einstein Licensed Products may equal up to $5.75 million. The Company is also party to a service agreement with Einstein to support the Company’s ongoing research and development activities. Ascendant License Agreement The Company’s remaining commitments with respect to the Ascendant License Agreement are based on the attainment of future milestones. The aggregate amount of milestone payments made under the Ascendant License Agreement may equal up to $676.5 million in additional potential milestone payments, and tiered royalty payments (at percentages ranging from high single-digit to low double-digit) on future net sales of Licensed Products. In the event the Company grants a sublicense of its rights under the License Agreement within the first 18 months after the effective date of the License Agreement, certain sublicensing revenues received by the Company will be shared with Licensor at specified percentages between 20% and 40% for a period of up to 18 months after the effective date. In addition, in the event of a specified change of control transaction with respect to the Company within the first 18 months after the effective date of the License Agreement, certain milestone payments will accelerate, in an amount up to $215.0 million. See discussion of the Ascendant License Agreement in Note 8. Pursuant to the Purchase Agreement with Ascendant, the Company may be required to issue Top-Up Shares, or, if stockholder approval is required for the issuance of such shares, the Top-Up Pre-Funded Warrants, upon the achievement of specified clinical and financial milestones. The number of Top-Up Shares to be issued is variable and is designed to provide Ascendant with beneficial ownership of no less than 7.5% of the Company's outstanding common stock immediately following the achievement of the final milestone, subject to the terms and conditions of the agreement. Collaboration and Option Agreement with Ono See discussion of the Ono Collaboration and Option Agreement in Note 11. Collaboration and License Agreement with BI See discussion of the BI Collaboration and License Agreement in Note 11.
Collaboration and License Agreement with IMSCP See discussion of the IMSCP Collaboration and License Agreement in Note 11.
Contingencies The Company accrues contingent liabilities to the extent that the liability is probable and estimable. There are no accruals for contingent liabilities in the Company’s condensed consolidated financial statements. The Company may be subject to various legal proceedings from time to time as part of its business. As of June 30, 2026, the Company was not a party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on its business, financial condition or results of operations. |