The Company leases office and laboratory space and has an embedded lease with AGC. Refer to Note 10 for further information on the terms of our lease agreements.

On July 2, 2020, the Company entered into the AGC Agreement pursuant to which AGC will develop, manufacture, and supply certain viral vectors and conduct cell processing activities for certain Company development and commercial programs. Under the terms of the AGC Agreement, the Company is obligated to pay AGC for a minimum product manufacturing commitment, dedicated manufacturing and development resources, and for a lease component associated with the right of use of exclusive manufacturing suites within AGC’s existing facilities. The following table outlines the annual commitments associated with the contract as of December 31, 2022 (in thousands):


Due in:	Product manufacturing commitments (1)		Dedicated manufacturing and development resources (2)		Exclusive transduction suites (3)		Total AGC Commitment
2023	$	1,933	$	5,655	$	2,147	$	9,735
2024		1,933		5,655		2,147		9,735
2025		966		2,827		1,074		4,867
Total manufacturing commitments	$	4,832	$	14,137	$	5,368	$	24,337

The tabular disclosure above has been translated from Euros to U.S. Dollars using an exchange rate of €1.00 to $1.07.

(1) The minimum product manufacturing commitments may be increased to the mid-seven figures per contract year upon achievement of certain milestones.

(2) The Company may increase or decrease the usage of dedicated development services on a rolling basis with between six and 12-months’ prior written notice to AGC. The above table assumes continued usage of dedicated development services at current rates.

(3) Refer to Note 10 for further information on the embedded operating lease agreement

The Company incurred $13.7 million and $16.4 million in expenses related to the AGC Agreement in the years ended December 31, 2022 and 2021, respectively. The AGC Agreement has an initial term of five years, beginning on the Effective Date and ending July 2, 2025. The AGC Agreement may be extended for an additional two years by mutual agreement of the Company and AGC. The Company has the right to terminate the AGC Agreement at its discretion upon 12-month’s prior written notice to AGC, and beginning no earlier than July 2, 2022, AGC has the right to terminate the AGC Agreement at its discretion upon 24-month’s prior written notice to the Company. Each party may terminate the AGC Agreement upon prior notice to the other party for an uncured material breach that the breaching party does not cure within the notice period.

The Company has entered into several license agreements (see Note 13). In connection with these agreements the Company is required to make milestone payments and annual license maintenance payments or royalties on future sales of specified products.

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

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 senior management 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, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022 or 2021.