5. Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

In May 2014, the FASB issued ASU No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 605. With the adoption of Topic 606, tax recognition will now follow book recognition for up-front license and commercial value sharing fees. Annual license fees and milestone fees may continue to be recognized differently for book and tax to the extent that revenue recognized for book is prior to cash receipts.

The Company recorded a net reduction to opening accumulated deficit of $2.4 million on January 1, 2018, with a corresponding reduction to unearned revenue, due to the cumulative impact of adopting Topic 606. The adjustment pertained to up-front license fees which were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact to revenues with the adoption of Topic 606 for the three and six months ended June 30, 2018 was a decrease of $82,000 and $164,000, respectively, relating to the above mentioned up-front license fee revenues.

Revenues represent amounts earned from product sales, grants and contract research and license agreements. As it pertains to product sales and grants and contract research, there are no changes from Topic 605 compared to the adoption of Topic 606. There is a change in methodology from Topic 605 to Topic 606 that impacts the recognition of revenues from license agreements. The Company’s license agreements have one performance obligation and various payment terms over a long commercial development timeline ranging from approximately 10 to 20 years. These payment terms may contain, but are not limited to:

Up-front non-refundable license fees

Annual license fees

Milestone fees

Commercial value share fees

Under Topic 605, up-front license fees were deferred and amortized over the estimated commercial development timeline. Under Topic 606, such fees will be recognized upon execution of the agreement. The deferred balance remaining from the existing portfolio of license agreements that were executed prior to January 1, 2018 were recorded as a reduction to accumulated deficit upon the adoption of ASC 606 on January 1, 2018. Up-front license fees for newly executed agreements will be recognized upon execution.

Under Topic 605, annual license fees were recognized on the annual due date as such fees were not due if a milestone was met or if termination of the agreement occurred. Under Topic 606, annual license fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The evaluation and analysis of such fees is performed and once an annual license fee is deemed probable to have been earned, it is recognized in full in that period.

Under Topic 605, milestone fees were recognized when the Company and partner licensee mutually agreed the milestone had been achieved. Under Topic 606, milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones are probable in order to determine the timing of revenue recognition for milestone fees. Once a milestone is deemed probable to be achieved, it is recognized in full in that period.

There is no change from Topic 605 to Topic 606 pertaining to future commercial value revenue recognition. Commercial value share fees will be recognized based on subsequent sales by the licensee. The Company has not recognized any of these fees to date and does not expect to do so for several years.