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Licensing Agreements
6 Months Ended
Jun. 30, 2024
Licensing Agreements [Abstract]  
Licensing Agreements Licensing Agreements
On July 12, 2023, December 14, 2023, and June 5, 2024, the Company exercised the Option available under the Paragon Agreement with respect to the SPY001, SPY002, and SPY003 research programs, respectively.
On May 14, 2024, the Company and Paragon entered into (i) a license agreement (the “SPY001 License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting α4ß7 integrin and (ii) a license agreement (the “SPY002 License Agreement” and, together with the SPY001 License Agreement, the “License Agreements”), pursuant to which Paragon granted the Company a royalty-
bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain licensed antibodies and products targeting TL1A, respectively.
Under the terms of each License Agreement, the Company is obligated to pay Paragon up to $22.0 million based on specific development, regulatory and clinical milestones for each licensed research program, including a $1.5 million fee for nomination of a development candidate, as applicable, and a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. In addition, the following summarizes other key terms of each License Agreement:
Paragon will provide the Company with an exclusive license to its patents covering the related antibody, the method of use and its method of manufacture.
Paragon will not conduct any new campaigns that generate anti-α4ß7 or anti-TL1A monospecific antibodies for at least 5 years.
The Company will pay Paragon a low single-digit percentage royalty for single antibody products and a mid single-digit percentage royalty for products containing more than one antibody from Paragon.
There is a royalty step-down of 1/3rd if there is no Paragon patent in effect during the royalty term.
The royalty term ends on the later of (i) the last-to-expire licensed patent or Company patent directed to a derived antibody or (ii) 12 years from the date of first sale of a Company product.
Agreement may be terminated on 60 days’ notice by the Company; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.
With respect to the SPY002 License Agreement only, on a product by product basis, the Company will pay sublicensing fees of up to approximately $20 million upon the achievement of mostly commercial milestones.
The SPY003 license agreement remains under negotiation as of the date of these consolidated financial statements.
The Company recognizes the expense associated with each milestone when the achievement of the milestone is deemed probable. During the three and six months ended June 30, 2024, the Company recognized $5.5 million of expense related to Paragon license milestone payments recorded within Research and development expenses in the accompanying condensed statement of operations for the three and six months ended June 30, 2024. There was no such expense for the three and six months ended June 30, 2023.
For the three and six months ended June 30, 2024, the Company made milestone payments totaling $3.0 million to Paragon. As of June 30, 2024, $2.5 million of Paragon license milestone payments were outstanding and payable to Paragon.
Additionally, the Company recognized and paid $0.1 million related to sublicensing fees and which was recorded as Research and development expenses in the accompanying condensed statement of operations for the three and six months ended June 30, 2024.