Related Party Transactions

12 Months Ended

Dec. 31, 2019

Collaborations with Precigen/ PGEN

During the year ended December 31, 2018, the Company and PGEN entered into an Exclusive License Agreement (Note 7).

During the year ended December 31, 2018, the Company issued an aggregate of 11,415 shares of Series 1 preferred stock to Precigen, the holder of all of the outstanding shares of the Company’s Series 1 preferred stock, as monthly dividend payments. The Company recorded such shares of Series 1 preferred stock at a fair value of $18.9 million, which is a component of temporary equity and recorded a loss on the change of the derivative liabilities in the amount of $1.3 million. See Notes 3 and 13 for additional discussion regarding the accounting for and valuation of these derivative financial instruments.

During the years ended December 31, 2019, 2018, and 2017, the Company expensed $3.0 million, $8.1 million, and $21.4 million, respectively, for services performed by Precigen. As of December 31, 2019, and 2018, the Company recorded $0.1

million

and $1.9 million, respectively, in current liabilities on its balance sheet for amounts due to Precigen.

Collaboration with PGEN and MD Anderson

On January 13, 2015, the

ompany, together with Precigen, entered into the MD Anderson License with MD Anderson (which Precigen subsequently assigned to PGEN). Pursuant to the MD Anderson License, the company, together with PGEN, hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR

T-cell

therapies,

non-viral

gene transfer systems, genetic modification and/or propagation of immune cells and other cellular therapy approaches, Natural Killer, or NK Cells, and TCRs, arising from the laboratory of Laurence Cooper, M.D., Ph.D., who became the Company’s Chief Executive Officer in May 2015 and was formerly a tenured professor of pediatrics at MD Anderson and is now currently a visiting scientist under that institution’s policies. In partial consideration for entering into the MD Anderson License, the Company issued MD Anderson an aggregate of 11,722,163 shares of common stock for which the Company incurred a $67.3 million charge recorded in 2015.

During the year ending December 31, 2019, the Company did not make any payments to MD Anderson, and the total aggregate payments in connection with this agreement are $41.9 million. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $20.3 million, which is included in

prepaid expenses and

other current assets. The classification is based on management’s current estimate of plans to utilize the prepaid balance and is subject to revision on a quarterly basis.