Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

Subsequent Event

On October 23, 2020, we entered into a confidential settlement agreement (the “Settlement Agreement”) with GSK and TESARO, Inc., and TESARO Development, Ltd. (together, “Tesaro”) to resolve the claims previously raised in the notice of breach (the “Notice”) we delivered to GSK and Tesaro on August 20, 2020. Pursuant to the Settlement Agreement, we, GSK and Tesaro agreed to the terms of the Amendment described below and a mutual release of claims relating to the Notice, the Delaware Chancery Court action related to the Notice, the Collaboration Agreement and the obligations of the parties under the Collaboration Agreement. Pursuant to the terms of the Settlement Agreement, we and Tesaro agreed to enter into the Amendment that provided GSK with freedom to conduct development and commercialization of Zejula in combination with third-party molecules.

On October 23, 2020, we amended our GSK Agreement (the “Amendment”) with GSK and Tesaro. Under the Amendment, we allowed for GSK to conduct development and commercialization of Zejula and we are entitled to increased royalties upon sales of dostarlimab, an anti-PD-1 antagonist antibody under development by GSK for multiple oncological disorders, including endometrial cancer, non-small cell lung cancer, ovarian cancer, colorectal cancer and mismatch repair deficient solid tumors, equal to 8% of Net Sales (as defined in the GSK Agreement) below $1.0 billion and from 12% up to 25% of Net Sales above $1.0 billion. The Amendment also entitles us a one-time non-refundable cash payment of $60.0 million payable to us within 30 days of the date of the Amendment. Tesaro also agreed, starting January 1, 2021, to pay us a 1% royalty on all GSK and Tesaro Net Sales of Zejula TM, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor, which has received US approval for the maintenance treatment of adult patients with advanced epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to first-line platinum-based chemotherapy, and is under development for additional cancer indications. The $1.1 billion in cash milestone payments due under the GSK Agreement remain unchanged. Additionally, under the terms of the Amendment, Tesaro and GSK have agreed to certain diligence commitments with respect to the future development of dostarlimab, and the parties have agreed to review such commitments under regular joint review committee (JRC) meetings going forward.