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Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

17.

Commitments and Contingencies

Lease Agreements

Future minimum lease payments for the Company’s operating leases as of December 31, 2019 were as follows:

 

Year Ended December 31,

 

 

 

 

2020

 

 

3,541

 

2021

 

 

5,179

 

2022

 

 

5,295

 

2023

 

 

5,413

 

2024

 

 

5,533

 

Thereafter

 

 

31,827

 

 

 

$

56,788

 

 

Manufacturing and Research Agreements

The Company has entered into agreements with external contract manufacturing organizations and contract research organizations engaged to manufacture clinical trial materials as well as to conduct discovery research and preclinical development activities. As of December 31, 2019, the Company had committed to minimum payments under these arrangements totaling $5,171, of which $4,263 is due in 2020 and $908 is due in 2021.

License Agreements

The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 14).

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that would have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2019.

Legal Proceedings

On September 13, 2019, a purported stockholder of the Company filed a putative class action against the Company, certain of its directors and officers, or the Individual Defendants, and the underwriters in its initial public offering, collectively, the Defendants, in the Supreme Court of the State of New York, captioned Ang v. Surface Oncology, Inc., et al., No. 655304/2019 (N.Y. Sup. Ct. Sept. 13, 2019). The complaint was filed on behalf of a putative class of purchasers of the Company’s common stock in and/or traceable to its April 19, 2018 initial public offering (the first day of trading of its common stock on the Nasdaq Stock Market) and alleged violations of Section 11 (against all Defendants) and 15 (against the Company and the Individual Defendants) of the Securities Act of 1933, as amended. The complaint alleged that the Defendants made false or misleading statements in the Company’s Registration Statement on Form S-1 for its initial public offering regarding SRF231 and hematologic toxicities allegedly caused by SRF231. The lawsuit sought, among other things, compensatory damages and interest thereon, and reasonable costs and expenses, including attorneys’ fees.  On November 1, 2019, the Company and the other Defendants moved to dismiss the Complaint in its entirety on the grounds that the facts and documentary evidence established that its initial public offering documents were true and accurate in all material respects.  Based upon the Company’s arguments and confidential discussions between its counsel and counsel for the Plaintiff, on December 3, 2019, the Plaintiff notified the Court that it wished to voluntarily dismiss the case.  As required by Court Order, the Plaintiff provided notice to all members of the purported class of its intention to voluntarily dismiss the case and following the Court-ordered notice, on January 14, 2020, the Plaintiff filed a Stipulation of Discontinuance Without Prejudice withdrawing the case. On January 15, 2020, the Court “So-Ordered” the Stipulation of Discontinuance formally ending the case.