Related party transactions	9 Months Ended
Sep. 30, 2022
Related party transactions
Related party transactions	Note 18—Related party transactions License Agreements and Collaborative Agreements with Shareholder of Equity Method Investor As part of the Commitment Agreement, the Company acquired licenses and other contracts from Prior Century that were originally entered into by Prior Century and FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows: FCDI Licenses The Company acquired from Prior Century a non-exclusive license agreement with FCDI. The license provides the Company with certain patents and know-how related to the reprogramming of human somatic cells to induce pluripotent stem cells (“iPSCs”) (“License Agreement”). Under this agreement, the Company is required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization. Royalties are in the low single digits on the sale of all licensed products. The Company also acquired from Prior Century an exclusive license agreement with FCDI. The license provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI. The potential development and regulatory milestone payments to be paid by the Company to FCDI are $6,000. Letter Agreement On January 7, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amended each of the license agreements with FCDI (the “FCDI Agreements”) such that (i) the definition of Territory under each of the FCDI Agreements, for purposes of the sublicenses under the FCDI Agreements pursuant to the Company’s Collaboration Agreement with Bristol-Myers Squibb, includes Japan, (ii) the licenses granted to the Company and its affiliates under the FCDI Agreements are sublicensable to Bristol-Myers Squibb, including with respect to Japan and (iii) Bristol-Myers Squibb is not subject to grant-back and option provisions under the reprogramming license. Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company (i) paid to FCDI an upfront payment of $10,000, (ii) will pay to FCDI a percentage of any milestone payments received by us under the Collaboration Agreement in respect of achievement of development or regulatory milestones specific to Japan, and (iii) will pay to FCDI a percentage of all royalties received by the Company under the Collaboration Agreement in respect of sales of products in Japan. FCDI Collaboration Agreement In October 2019, the Company entered into the Master Collaboration Agreement with FCDI, whereby FCDI will provide certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI will provide services in accordance with the approved research plan and related research budget. The initial research plan covers the period from October 2019 through March 31, 2022. On July 29, 2022 the Company amended it’s Master Collaboration Agreement to extend the term through September 30, 2025. During the three and nine months ended September 30, 2022, the Company made payments of $866 and $6,717 and incurred research and development expenses of $280 and $4,117 and legal fees of $21 and $112, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of September 30, 2022, there was $721 in accrued expenses related to this agreement on the consolidated balance sheets. As of December 31, 2021, there was $2,375 in accounts payable on the consolidated balance sheets. During the three and nine months ended September 30, 2021, the Company made payments of $3,496 and $11,280 and incurred research and development expenses of $3,803 and $10,966, and legal fees of $14 and $70, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. Consulting Arrangements with Shareholders of Equity Method Investor In 2019, the Company entered into arrangements with two shareholders of the Company, wherein the shareholders provide consulting services to the Company. As compensation for the consulting services, the shareholders are entitled to an annual retainer fee of $125 payable quarterly, along with payment of reasonable expenses associated with providing the consulting services. The Company incurred $19 and $57 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022, respectively. The Company incurred $0 and $56 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021, respectively. As of September, 2022 and December 31, 2021, there was $18 in accrued expenses related to this agreement on the consolidated balance sheets.

Related party transactions

9 Months Ended

Sep. 30, 2022

Note 18—Related party transactions

License Agreements and Collaborative Agreements with Shareholder of Equity Method Investor

As part of the Commitment Agreement, the Company acquired licenses and other contracts from Prior Century that were originally entered into by Prior Century and FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows:

FCDI Licenses

The Company acquired from Prior Century a non-exclusive license agreement with FCDI. The license provides the Company with certain patents and know-how related to the reprogramming of human somatic cells to induce pluripotent stem cells (“iPSCs”) (“License Agreement”). Under this agreement, the Company is required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization. Royalties are in the low single digits on the sale of all licensed products.

The Company also acquired from Prior Century an exclusive license agreement with FCDI. The license provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI.

The potential development and regulatory milestone payments to be paid by the Company to FCDI are $6,000.

Letter Agreement

On January 7, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amended each of the license agreements with FCDI (the “FCDI Agreements”) such that (i) the definition of Territory under each of the FCDI Agreements, for purposes of the sublicenses under the FCDI Agreements pursuant to the Company’s Collaboration Agreement with Bristol-Myers Squibb, includes Japan, (ii) the licenses granted to the Company and its affiliates under the FCDI Agreements are sublicensable to Bristol-Myers Squibb, including with respect to Japan and (iii) Bristol-Myers Squibb is not subject to grant-back and option provisions under the reprogramming license.

Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company (i) paid to FCDI an upfront payment of $10,000, (ii) will pay to FCDI a percentage of any milestone payments received by us under the Collaboration Agreement in respect of achievement of development or regulatory milestones specific to Japan, and (iii) will pay to FCDI a percentage of all royalties received by the Company under the Collaboration Agreement in respect of sales of products in Japan.

FCDI Collaboration Agreement

In October 2019, the Company entered into the Master Collaboration Agreement with FCDI, whereby FCDI will provide certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI will provide services in accordance with the approved research plan and related research

budget. The initial research plan covers the period from October 2019 through March 31, 2022. On July 29, 2022 the Company amended it’s Master Collaboration Agreement to extend the term through September 30, 2025.

During the three and nine months ended September 30, 2022, the Company made payments of $866 and $6,717 and incurred research and development expenses of $280 and $4,117 and legal fees of $21 and $112, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of September 30, 2022, there was $721 in accrued expenses related to this agreement on the consolidated balance sheets. As of December 31, 2021, there was $2,375 in accounts payable on the consolidated balance sheets.

During the three and nine months ended September 30, 2021, the Company made payments of $3,496 and $11,280 and incurred research and development expenses of $3,803 and $10,966, and legal fees of $14 and $70, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss.

Consulting Arrangements with Shareholders of Equity Method Investor

In 2019, the Company entered into arrangements with two shareholders of the Company, wherein the shareholders provide consulting services to the Company. As compensation for the consulting services, the shareholders are entitled to an annual retainer fee of $125 payable quarterly, along with payment of reasonable expenses associated with providing the consulting services. The Company incurred $19 and $57 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022, respectively. The Company incurred $0 and $56 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021, respectively. As of September, 2022 and December 31, 2021, there was $18 in accrued expenses related to this agreement on the consolidated balance sheets.