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Intangible Assets
3 Months Ended
Mar. 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets

3. Intangible Assets

The Company recorded a long-lived contract intangible asset as a result of the Merger, related to the license agreement with Gossamer Bio. Inc., which was assumed in the Merger. In accordance with GAAP, for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the acquired contract intangible asset. Due to the significant excess purchase price being allocated over the fair value of the acquired contract intangible asset, the Company determined that an indicator of impairment was present. The contract intangible asset was assessed for recoverability using an undiscounted cash flow model, which resulted in undiscounted cash flows below the carrying amount. The Company therefore recognized an impairment of $74.2 million to bring the carrying amount of the contract intangible asset down to its estimated fair value of $3.9 million. The fair value estimate of the intangible asset relates to contingent cash flows expected from the out-licensing arrangement, of which 90% of any future net cash proceeds will be remitted to CVR Holders and paid through the CVRs. The estimated useful life of the intangible asset is approximately 14.3 years. Amortization expense was $68,000 for the three months ended March 31, 2022. No intangible asset or amortization expense was recorded in the three months ended March 31, 2021.

The estimated amortization expense related to this finite lived intangible asset for the five succeeding years is as follows (amounts in thousands):

 

March 31, 2022

 

Intangible asset, net, January 1, 2022

$

3,811

 

Less amortization

 

(68

)

Intangible asset, net, March 31, 2022

$

3,743

 

 

 

 

 

2022 (remaining)

$

205

 

2023

 

273

 

2024

 

273

 

2025

 

273

 

2026

 

273

 

Amounts thereafter

 

2,446

 

 

$

3,743

 

 

As of March 31, 2022, all development milestones, sales-based milestones and royalty payments within the license agreement are constrained. There can be no assurance that any proceeds will be received under the license agreement.