In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc. (“Tesaro”), an oncology-focused biopharmaceutical company now a part of GSK (Tesaro and GSK are hereinafter referred to, collectively, as “GSK”). Currently, under the GSK Agreement, GSK is developing Jemperli as a monotherapy for various solid tumor indications. In addition, GSK is developing dostarlimab in combination with additional therapies under the collaboration, including with another development program from the GSK Agreement: cobolimab, an anti-TIM-3 antibody, in 2L NSCLC. In October 2023, Amendment No. 5 to the GSK Agreement (the “GSK Amendment No. 5”) was agreed by both parties to terminate the anti-LAG-3 antagonist antibody development program under the GSK Agreement. In accordance with the GSK Agreement and the GSK Amendment No. 5, we have regained full global rights to the anti-LAG-3 antagonist antibody development program.

For each remaining development program under the GSK Agreement, we are eligible to receive milestone payments if certain preclinical and clinical trial events are achieved by GSK, if certain U.S. and European regulatory submissions and approvals in multiple indications are achieved, and upon the achievement of specified levels of annual worldwide net sales. We will also be eligible to receive tiered 4-8% royalties related to worldwide net sales of products developed under the collaboration. On October 23, 2020, Amendment No. 3 to the GSK Agreement (the “GSK Amendment No. 3”) was agreed to by both parties to permit GSK to conduct development and commercialization in combination with any third-party molecules of Zejula, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor (“Zejula”). Under GSK Amendment No. 3, we were granted increased royalties upon sales of Jemperli, equal to 8% of Net Sales (as defined in the GSK Agreement) below $1.0 billion and from 12% up to 25% of Net Sales above $1.0 billion. Unless earlier terminated by either party upon specified circumstances, the GSK Agreement will terminate, with respect to each specific developed product, upon the later of the 12th anniversary of the first commercial sale of the product or the expiration of the last to expire of any patent.

We assessed these arrangements in accordance with Accounting Standards Codification 606 and concluded that the contract counterparty, GSK, is a customer. We identified the following material promises under the GSK Agreement: (1) the licenses under certain patent rights and transfer of certain development and regulatory information, (2) research and

development (“R&D”) services, and (3) joint steering committee meetings. We considered the research and discovery capabilities of GSK for these specific programs and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the joint steering committee participation would not have been provided without the R&D services and GSK Agreement. Based on these assessments, we identified all services to be interrelated and therefore concluded that the promises should be combined into a single performance obligation at the inception of the arrangement.

We recognized $15.0 million and $33.2 million in royalty revenue during the three and nine months ended September 30, 2024, respectively, related to GSK’s net sales of Jemperli and Zejula during the period, which we estimate based on either GSK’s prior sales experience or actuals. Of the royalty revenue recognized during the three and nine months ended September 30, 2024, $13.8 million and $30.1 million, respectively, is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement and $1.2 million and $3.1 million, respectively, is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement, each of such agreements as described in Note 5. We recognized $3.3 million and $8.2 million in royalty revenue during the three and nine months ended September 30, 2023, respectively, related to GSK’s net sales of Zejula and Jemperli during the period based on GSK’s prior sales experience or actuals. Of the royalty revenue recognized during the three and nine months ended September 30, 2023, $2.5 million and $5.8 million is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement and $0.8 million and $2.4 million is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement. GSK reports sales information to us on a one quarter lag and differences between actual and estimated royalty revenues will be adjusted in the following quarter.

Our first sales milestone for $15.0 million was recognized during the three and nine months ended September 30, 2024 when Jemperli annual sales exceeded $250 million, and is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement. No sales milestones were recognized during the three and nine months ended September 30, 2023. No clinical milestones were recognized during the three and nine months ended September 30, 2024 and 2023. No other future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials, an outcome that is difficult to predict, and GSK’s efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to GSK and therefore have also been excluded from the transaction price. We will re-evaluate the variable transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

Anti-PD-1

(Jemperli/Dostarlimab)

Anti-TIM-3
(GSK4069889A/Cobolimab)

Milestone Event

Amount

Quarter Recognized

Amount

Quarter Recognized

Initiated in vivo toxicology studies using good laboratory practices (GLPs)

$1.0M

Q2'15

$1.0M

Q4'15

IND clearance from the FDA

$4.0M

Q1'16

$4.0M

Q2'16

Phase 2 clinical trial initiation

$3.0M

Q2'17

$3.0M

Q4'17

Phase 3 clinical trial initiation - first indication

$5.0M

Q3'18

$5.0M

Q4'22

Phase 3 clinical trial initiation - second indication

$5.0M

Q2'19

$5.0M

—

Filing of the first BLA(1) - first indication

$10.0M

Q1'20

$10.0M

—

Filing of the first MAA(2) - first indication

$5.0M

Q1'20

$5.0M

—

Filing of the first BLA - second indication

$10.0M

Q1'21

$10.0M

—

First BLA approval - first indication

$20.0M

Q2'21

$20.0M

—

First MAA approval - first indication

$10.0M

Q2'21

$10.0M

—

First BLA approval - second indication

$20.0M

Q3'21

$20.0M

—

Filing of the first MAA - second indication(3)

$5.0M

—

$5.0M

—

First MAA approval - second indication(3)

$10.0M

—

$10.0M

—

First commercial sales milestone(3)

$15.0M

Q3'24

$15.0M

—

Second commercial sales milestone(3)

$25.0M

—

$25.0M

—

Third commercial sales milestone(3)

$50.0M

—

$50.0M

—

Fourth commercial sales milestone

$75.0M

—

$75.0M

—

Milestones recognized through September 30, 2024

$108.0M

—

$13.0M

—

Milestones that may be recognized in the future

$165.0M

—

$260.0M

—

(3)For Jemperli, the filing and approval of the first MAA for a second indication and first three commercial sales milestones are included as part of the royalty monetization agreement with Sagard (as defined below), see Note 5. Cash is generally received within 30 days of milestone achievement.

On November 24, 2023, we entered into an exclusive license agreement (as amended, the “Centessa Agreement”) with Centessa Pharmaceuticals (UK) Limited (“Centessa”), pursuant to which we acquired the exclusive global development and commercialization rights to a blood dendritic cell antigen 2 (BDCA2) modulator antibody portfolio, including lead asset CBS004 (renamed ANB101), CBS008 (renamed ANB102) and the related family of backup antibodies, for the treatment of autoimmune and inflammatory diseases.

In connection with the Centessa Agreement, we paid Centessa an upfront cash payment of $4.0 million and an additional cash payment of $3.0 million as reimbursement to Centessa for manufacturing costs incurred. There were $0.3 million in transaction costs incurred. The total transaction amount of $7.3 million was expensed as in-process research and development and classified as an operating activity in the statement of cash flows. We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business.

Under the terms of the agreement, Centessa may be entitled to receive potential future payments of up to $10.0 million upon the achievement of a certain event-based milestone and would be entitled to receive on a product-by-product and country-by-country basis, a royalty of low single digits on annual net sales of any product in the territory in each calendar year. As of