XML 26 R16.htm IDEA: XBRL DOCUMENT v3.22.2.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8. Commitments and Contingencies

Operating Lease Commitments

In September 2021, the Company entered into a five year noncancelable facilities lease agreement for approximately 9,600 square feet of office space in Waltham, Massachusetts. The monthly rental payments under the lease, which include base rent charges of $0.4 million per year, are subject to periodic rent increases through September 2026. In addition to base rent, monthly rental payments include the Company’s proportionate share of operating expenses. The lease terms provide for one five-year extension term with base rent calculated on the then-market rate.

In June 2022, the Company entered into a two year noncancelable agreement for dedicated laboratory and office space in Newton, Massachusetts. The monthly rental payments under the agreement include base rent charges of $0.7 million per year. The agreement terms provide for a month-to-month extension with base rent calculated on the then-market rate with three months provided notice.

The components of operating lease expense were as follows (in thousands):

 

 

For the Three Months
Ended June 30,

 

 

For The Six Months
Ended June 30,

 

 

 

2022

 

 

2022

 

Lease cost:

 

 

 

 

 

 

Operating lease cost

 

$

161

 

 

$

266

 

Variable lease cost

 

 

8

 

 

 

16

 

Total lease cost

 

$

169

 

 

$

282

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows related to operating leases

 

$

176

 

 

$

276

 

 

Future minimum lease payments under the noncancelable leases as of June 30, 2022 was as follows (in thousands):

Year Ending December 31,

 

Operating Lease

 

2022 (excluding the six months ended June 30, 2022)

 

$

553

 

2023

 

 

1,113

 

2024

 

 

713

 

2025

 

 

430

 

2026

 

 

328

 

Total lease payments

 

 

3,137

 

Present value adjustment

 

 

(279

)

Present value of operating lease liability

 

$

2,858

 

As of June 30, 2022, the Company’s operating lease was measured using a weighted-average incremental borrowing rate of 6.0% over a weighted-average remaining lease term of 3.2 years.

The total operating liabilities are presented on the Company’s condensed consolidated balance sheet based on maturity dates. $1.0 million of the total operating liabilities is classified under "operating lease liabilities, current” for the portion due within twelve months, and $1.9 million is classified under "operating lease liabilities, non-current”.

License Agreements

The Company has entered into license agreements with Adimab, WuXi and TSRI (see Note 7). In April 2022, the Company provided written notice to TSRI to terminate the Research Agreement, and the Research Agreement was subsequently terminated during the second quarter of 2022.

Manufacturing Agreements

In December 2020, the Company entered into a Commercial Manufacturing Services Agreement with WuXi, which was amended and restated in August 2021 (as amended and restated, the “Commercial Manufacturing Agreement”). The Commercial Manufacturing Agreement outlines the terms and conditions under which WuXi manufactures adintrevimab drug substance and drug product for commercial use.

The Company committed to minimum noncancelable purchase obligations related to batches of adintrevimab drug substance and certain services with respect to the product requirements for 2022 and 2023 and batches of adintrevimab drug product and certain services with respect to the product requirements for 2022, the payments for which will extend into 2023.

In April 2022, the total volume of contractually binding drug substance and drug product batches to be manufactured under the Commercial Manufacturing Agreement was reduced to $51.6 million, a decrease of $107.8 million from the previous commitment of

minimum non-cancelable purchase obligations of $159.4 million. In addition, the Company received a credit in the low eight-figures to offset future services rendered by WuXi.

As of June 30, 2022, the Company had paid an aggregate of $19.6 million under the Commercial Manufacturing Agreement, which consisted of deposits paid related to the original minimum purchase obligations under the Commercial Manufacturing Agreement. In conjunction with the reduction described above, the Company received a $13.8 million credit related to the deposits previously paid for the cancelled batches.

Of the $19.6 million paid, $5.8 million was related to deposits for batches that were not cancelled, of which $2.4 million remained in prepaid expenses and other current assets as of June 30, 2022. The remaining $13.8 million was related to deposits for cancelled batches, which was applied to accrued expenses to offset payment of other WuXi services.

In August 2022, the low eight-figure credit was applied to WuXi-related services as a reduction of research and development expenses and a reduction of accrued expenses.

Unless earlier terminated, the Commercial Manufacturing Agreement remains in effect for an initial period of five years and thereafter automatically renews for further successive periods of five years each. Either party may terminate the agreement upon the breach or default by the other party, other than a non-payment breach, that is not cured within 90 days after notice. Both parties are also entitled to terminate the Commercial Manufacturing Agreement if the other party becomes insolvent or is the subject of a petition in bankruptcy or of any other related proceeding or event. Either party may terminate either the Commercial Manufacturing Agreement in its entirety, or an individual order, (i) to the extent the other party suffers a force majeure event that is continuing for a predefined period of time and (ii) if the other party fails to make a payment when due under the arrangement and such non-payment is not cured within 30 days after notice.

Other Contracts

The Company enters into agreements with third parties during the ordinary course of business for various products and services, including those related to research, preclinical and clinical operations, manufacturing and support, supply chain, and distribution. These contracts do not contain any material minimum purchase commitments. Certain of these agreements provide for termination rights subject to the payment of termination fees and/or wind-down costs. Under such agreements, the Company is contractually obligated to make certain payments to vendors upon early termination, primarily to reimburse them for their unrecoverable outlays incurred prior to cancellation as well as any amounts owed by the Company prior to early termination. The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions. The termination fees were not probable of payment as of June 30, 2022 and December 31, 2021.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of June 30, 2022 and December 31, 2021, the Company was not a party to any material legal proceedings.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, contract manufacturing organizations, 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 executive officers that 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 that the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.