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Licensing Agreements
9 Months Ended
Sep. 30, 2026
Licensing Agreements [Abstract]  
Licensing Agreements Licensing Agreements
On July 12, 2023, December 14, 2023, and June 5, 2024, the Company exercised the Option (as defined below) available under the antibody discovery and option agreement, dated May 25, 2023, and subsequently amended and restated on September 29, 2023 and May 14, 2024, by and among the Company, Paragon Therapeutics, Inc. (“Paragon”) and Parapyre Holding LLC (“Parapyre”) (as amended, the “Paragon Agreement”) with respect to the SPY001, SPY002 and SPY072, 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 α4β7 integrin and (ii) a license agreement (the “SPY002 and SPY072 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 TL1A, respectively, which includes the Company's SPY002 and SPY072 product candidates.
On October 11, 2024, the Company and Paragon entered into a license agreement (as amended, the “SPY003 License Agreement”, and together with the SPY001 License Agreement and the SPY002 and SPY072 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 antibodies and products targeting IL-23 in the field of IBD.
On February 24, 2025, the SPY003 License Agreement was amended and restated to, among other things, clarify each party's rights and obligations with respect to license exclusivity and patent prosecution. On May 29, 2026, the SPY003 License Agreement was further amended to expand the definition of “Field” to encompass all therapeutic, prophylactic, palliative and diagnostic uses of SPY003, subject to certain restrictions (as summarized below).
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 the first product under each agreement, respectively, that achieves such specified milestones, including a milestone payment of $5.0 million upon the first dosing of a human patient in a Phase 3 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-α4β7 or anti-TL1A monospecific antibodies in any field or anti-IL-23 monospecific antibodies in the field of IBD, in each case 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 the manufacture, use or sale of a licensed antibody in the country at issue or (ii) 12 years from the date of first sale of a Company product.
•Each License 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 and SPY072 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.
•With respect to the SPY003 License Agreement only, the Company will not dose a human patient in a clinical trial of SPY003 for an indication outside of inflammatory bowel disease as part of a combination until June 1, 2028 or as a monotherapy until June 1, 2030 (the “Monotherapy Dosing Restriction”). In the event the Company or a licensee of Paragon's retained rights under the SPY003 License Agreement consummates a material transaction, including a change of control of the Company or such licensee, then any remaining restrictions outside of the initial definition of “Field” set forth in the Monotherapy Dosing Restriction shall remain in effect only until June 1, 2028 and thereafter terminate and be of no further force or effect.
The Company recognizes the expense associated with each milestone when the achievement of the milestone is deemed probable.
The Company recognized expense related to Paragon license milestone payments, recorded within Research and development expenses in the accompanying condensed statement of operations, of nil and $6.0 million for the three months ended September 30, 2026 and 2025, respectively. The Company recognized expense related to Paragon license milestone payments, recorded within Research and development expenses in the accompanying condensed statement of operations, of $3.0 million and $8.5 million for the nine months ended September 30, 2026 and 2025, respectively.
The Company paid milestone payments to Paragon totaling nil and $3.0 million for the three months ended September 30, 2026 and 2025, respectively. The Company paid milestone payments to Paragon totaling $3.0 million and $5.5 million for the nine months ended September 30, 2026 and 2025, respectively. As of
September 30, 2026 and December 31, 2025, there were no milestone payments outstanding and payable to Paragon.
Additionally, the Company recognized $0.1 million in sublicensing fees expense for the three and nine months ended September 30, 2026, and $1.0 million in sublicensing fees expense for the three and nine months ended September 30, 2025, which were recorded as Research and development expenses in the accompanying condensed statement of operations.
There were no payments related to sublicensing fees for the three and nine months ended September 30, 2026. The Company paid sublicensing fees to Paragon totaling nil and $0.5 million for the three and nine months ended September 30, 2025, respectively.
As of September 30, 2026 and December 31, 2025, there were $0.1 million and nil sublicensing fees outstanding and payable to Paragon, respectively.