License and Collaboration Agreements	3 Months Ended
Mar. 31, 2023
License And Collaboration Agreements [Abstract]
License and Collaboration Agreements	(5) License and Collaboration Agreements Harbour License Agreement In February 2023, the Company and Harbour BioMed US Inc. (“Harbour”) entered into a license and collaboration agreement (the “Harbour License Agreement”), pursuant to which Harbour granted to the Company an exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S. Under the terms of the Harbour License Agreement, the Company paid Harbour an upfront license fee of $25.0 million at signing. Harbour will be eligible to receive up to $148 million in milestone payments based on the achievement of pre-specified development and regulatory milestones. Harbour is also eligible to receive up to an additional $415 million in sales-based milestones as well as tiered royalties up to the high teens on a licensed product-by-licensed product basis, as a percentage of U.S. commercial sales. In addition, under the Harbour License Agreement, Harbour granted the Company certain intellectual property rights to enable the Company to perform its obligations and exercise its rights under the Harbour License Agreement. Unless earlier terminated, the Harbour License Agreement will continue in effect until the expiration of the Company’s royalty obligations. The Harbour License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. The Company may terminate the Harbour License Agreement for convenience by providing 90 days written notice to Harbour. In the Harbour License Agreement, each party made customary representations and warranties and agreed to customary covenants, including, without limitation, with respect to indemnification, for transactions of this type. The Company evaluated the Harbour License Agreement and determined that the exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S represented an asset acquisition of in-process research and development. The Company also determined that the asset had no alternative future use at the time of acquisition, and therefore the upfront license fee of $25.0 million was recorded within research and development expenses during the three months ended March 31, 2023. Co-Development Agreement with Taiho In June 2022, the Company and an affiliate of Taiho Pharmaceutical Co., Ltd (“Taiho”) entered into a co-development agreement, pursuant to which the Company will collaborate to develop zipalertinib and will retain the option to co-commercialize zipalertinib in the U.S. Under the co-development agreement, development costs for zipalertinib shall be shared equally between Taiho and the Company with each party receiving 50% of any future pre-tax profits from potential U.S. sales of zipalertinib. The Company concluded that the co-development agreement with Taiho is a collaborative arrangement because the Company is an active participant in the development of zipalertinib. Payments made to or received from Taiho for zipalertinib development activities after the execution of the co-development agreement are recorded within research and development expenses. For the three months ended March 31, 2023, the Company recorded research and development expense of $4.7 million related to its share of costs incurred by Taiho. Cullinan incurred $1.0 million of costs that were reimbursable by Taiho during the three months ended March 31, 2023, which were recorded as a reduction to research and development expenses. The cumulative net amount of $2.7 million due to Taiho was recorded within accrued expenses and other current liabilities as of March 31, 2023. Other License and Collaboration Expenses During the three months ended March 31, 2023, the Company recorded $0.2 million in research and development expenses relating to the license agreement with Massachusetts Institute of Technology relating to CLN-617. During the three months ended March 31, 2022, the Company recorded $0.5 million in research and development expenses relating to a collaboration agreement with Adimab, LLC.

License and Collaboration Agreements

3 Months Ended

Mar. 31, 2023

License And Collaboration Agreements [Abstract]

(5)

License and Collaboration Agreements

Harbour License Agreement

In February 2023, the Company and Harbour BioMed US Inc. (“Harbour”) entered into a license and collaboration agreement (the “Harbour License Agreement”), pursuant to which Harbour granted to the Company an exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S.

Under the terms of the Harbour License Agreement, the Company paid Harbour an upfront license fee of $25.0 million at signing. Harbour will be eligible to receive up to $148 million in milestone payments based on the achievement of pre-specified development and regulatory milestones. Harbour is also eligible to receive up to an additional $415 million in sales-based milestones as well as tiered royalties up to the high teens on a licensed product-by-licensed product basis, as a percentage of U.S. commercial sales. In addition, under the Harbour License Agreement, Harbour granted the Company certain intellectual property rights to enable the Company to perform its obligations and exercise its rights under the Harbour License Agreement.

Unless earlier terminated, the Harbour License Agreement will continue in effect until the expiration of the Company’s royalty obligations. The Harbour License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. The Company may terminate the Harbour License Agreement for convenience by providing 90 days written notice to Harbour. In the Harbour License Agreement, each party made customary representations and warranties and agreed to customary covenants, including, without limitation, with respect to indemnification, for transactions of this type.

The Company evaluated the Harbour License Agreement and determined that the exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S represented an asset acquisition of in-process research and development. The Company also determined that the asset had no alternative future use at the time of acquisition, and therefore the upfront license fee of $25.0 million was recorded within research and development expenses during the three months ended March 31, 2023.

Co-Development Agreement with Taiho

In June 2022, the Company and an affiliate of Taiho Pharmaceutical Co., Ltd (“Taiho”) entered into a co-development agreement, pursuant to which the Company will collaborate to develop zipalertinib and will retain the option to co-commercialize zipalertinib in the U.S. Under the co-development agreement, development costs for zipalertinib shall be shared equally between Taiho and the Company with each party receiving 50% of any future pre-tax profits from potential U.S. sales of zipalertinib.

The Company concluded that the co-development agreement with Taiho is a collaborative arrangement because the Company is an active participant in the development of zipalertinib. Payments made to or received from Taiho for zipalertinib development activities after the execution of the co-development agreement are recorded within research and development expenses. For the three months ended March 31, 2023, the Company recorded research and development expense of $4.7 million related to its share of costs incurred by Taiho. Cullinan incurred $1.0 million of costs that were reimbursable by Taiho during the three months ended March 31, 2023, which were recorded as a reduction to research and development expenses. The cumulative net amount of $2.7 million due to Taiho was recorded within accrued expenses and other current liabilities as of March 31, 2023.

Other License and Collaboration Expenses

During the three months ended March 31, 2023, the Company recorded $0.2 million in research and development expenses relating to the license agreement with Massachusetts Institute of Technology relating to CLN-617.

During the three months ended March 31, 2022, the Company recorded $0.5 million in research and development expenses relating to a collaboration agreement with Adimab, LLC.