Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | MERUS N.V. | |
Trading Symbol | MRUS | |
Entity Central Index Key | 0001651311 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 43,550,059 | |
Entity File Number | 001-37773 | |
Entity Incorporation, State or Country Code | P7 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Yalelaan 62 | |
Entity Address, City or Town | Utrecht | |
Entity Address, Postal Zip Code | 3584 CM | |
Entity Address, Country | NL | |
City Area Code | +31 85 | |
Local Phone Number | 016 2500 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common shares, nominal value €0.09 per share | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 194,575 | $ 241,435 |
Marketable securities | 164,239 | 168,990 |
Accounts receivable | 2,671 | 1,697 |
Accounts receivable (related party) | 4,609 | |
Prepaid expenses and other current assets | 18,248 | 7,448 |
Total current assets | 379,733 | 424,179 |
Marketable securities | 25,466 | 20,297 |
Property and equipment, net | 3,509 | 3,549 |
Operating lease right-of-use assets | 3,334 | 3,733 |
Intangible assets, net | 2,233 | 2,347 |
Deferred tax assets | 80 | 417 |
Other assets | 3,145 | 2,078 |
Total assets | 417,500 | 456,600 |
Current liabilities: | ||
Accounts payable | 5,388 | 13,237 |
Accrued expenses and other liabilities | 20,948 | 22,506 |
Current portion of lease obligation | 1,491 | 1,494 |
Current portion of deferred revenue | 33,696 | 16,613 |
Current portion of deferred revenue (related party) | 18,048 | |
Total current liabilities | 61,523 | 71,898 |
Lease obligation | 1,874 | 2,257 |
Deferred revenue, net of current portion | 56,630 | 10,962 |
Deferred revenue, net of current portion (related party) | 55,282 | |
Total liabilities | 120,027 | 140,399 |
Stockholders’ equity: | ||
Common shares, €0.09 par value; 67,500,000 shares authorized as at March 31, 2022 and December 31, 2021; 43,549,325 and 43,467,052 shares issued and outstanding as at March 31, 2022 and December 31, 2021, respectively | 4,489 | 4,481 |
Additional paid-in capital | 794,074 | 787,869 |
Accumulated other comprehensive income | (15,269) | (9,221) |
Accumulated deficit | (485,821) | (466,928) |
Total stockholders’ equity | 297,473 | 316,201 |
Total liabilities and stockholders’ equity | 417,500 | 456,600 |
Commitments and contingencies - Note 6 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - € / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | € 0.09 | € 0.09 |
Common shares, authorized | 67,500,000 | 67,500,000 |
Common shares, issued | 43,549,325 | 43,467,052 |
Common shares, outstanding | 43,549,325 | 43,467,052 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 11,655 | $ 8,350 |
Operating expenses: | ||
Research and development | 26,975 | 20,806 |
General and administrative | 11,753 | 9,333 |
Total operating expenses | 38,728 | 30,139 |
Operating loss | (27,073) | (21,789) |
Other (loss) income, net: | ||
Interest (expense) income, net | 106 | (82) |
Foreign exchange gains | 7,730 | 12,203 |
Other (losses) gains , net | 458 | (437) |
Total other income, net | 8,294 | 11,684 |
Net loss before income taxes | (18,779) | (10,105) |
Income tax expense | 114 | 49 |
Net loss | (18,893) | (10,154) |
Other comprehensive loss: | ||
Currency translation adjustment | (6,048) | (9,391) |
Comprehensive loss | $ (24,941) | $ (19,545) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (0.43) | $ (0.28) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 43,490 | 36,210 |
Collaboration Revenue [Member] | ||
Total revenue from contracts with customers | $ 11,655 | $ 1,599 |
Collaboration Revenue (Related Party) [Member] | ||
Total revenue from contracts with customers | $ 6,751 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (18,893) | $ (10,154) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property and equipment | 283 | 324 |
Amortization of intangible assets | 68 | 74 |
Foreign exchange gain | (7,790) | (12,056) |
Stock-based compensation expense | 5,334 | 3,400 |
Amortization of discount on investments | 297 | 35 |
Deferred tax expense | 337 | 369 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,549 | (340) |
Operating lease right-of-use assets and lease obligations | 14 | (17) |
Prepaid expenses and other current assets | (12,152) | (1,574) |
Accounts payable | (7,635) | 756 |
Accrued expenses and other liabilities | (1,146) | 1,130 |
Deferred revenue | (8,663) | 37,396 |
Net cash provided by (used in) operating activities | (46,397) | 19,343 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of marketable securities | (55,142) | (20,645) |
Proceeds from maturities of marketable securities | 54,517 | 18,128 |
Purchases of property and equipment | (342) | (157) |
Net cash used in investing activities | (967) | (2,674) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net | 0 | 129,568 |
Proceeds from stock options exercised | 879 | 4,697 |
Repurchase of restricted stock units | 0 | (285) |
Net cash provided by financing activities | 879 | 150,457 |
Foreign exchange impact on cash, cash equivalents and restricted cash | (377) | (3,070) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (46,862) | 164,056 |
Cash, cash equivalents, and restricted cash, beginning of period | 241,749 | 163,282 |
Cash, cash equivalents, and restricted cash, end of period | 194,887 | 327,338 |
SUPPLEMENTAL DISCLOSURES: | ||
Income taxes paid | 0 | 66 |
Non-cash purchases of property, equipment and intangibles | 0 | 25 |
Non-cash issuance of stock options | 0 | 572 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 194,575 | 327,137 |
Restricted cash included in non-current other assets | 312 | 201 |
Cash, cash equivalents, and restricted cash, end of period | 194,887 | 327,338 |
Lilly | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net | $ 0 | $ 16,477 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Lilly | Common Stock [Member] | Common Stock [Member]Lilly | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Lilly | Accumulated Deficit [Member] | Accumulated Deficit [Member]Lilly | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Lilly |
Beginning balance at Dec. 31, 2020 | $ 102,263 | $ 3,211 | $ 490,093 | $ (400,112) | $ 9,071 | |||||
Beginning balance, shares at Dec. 31, 2020 | 31,602,953 | |||||||||
Issuance of common stock | 129,403 | $ 16,477 | $ 610 | $ 77 | 128,793 | $ 16,400 | $ 0 | $ 0 | ||
Issuance of common stock, shares | 5,575,757 | 706,834 | ||||||||
Exercise of stock options and vesting of restricted stock units | 4,824 | $ 42 | 4,782 | |||||||
Exercise of stock options and vesting of restricted stock units, shares | 386,097 | |||||||||
Repurchase of restricted stock units | (285) | (285) | ||||||||
Stock-based compensation | 3,400 | 3,400 | ||||||||
Currency translation adjustment | (9,391) | (9,391) | ||||||||
Net loss | (10,154) | (10,154) | ||||||||
Ending balance at Mar. 31, 2021 | 236,537 | $ 3,940 | 643,183 | (410,266) | (320) | |||||
Ending balance, shares at Mar. 31, 2021 | 38,271,641 | |||||||||
Beginning balance at Dec. 31, 2021 | 316,201 | $ 4,481 | 787,869 | (466,928) | (9,221) | |||||
Beginning balance, shares at Dec. 31, 2021 | 43,467,052 | |||||||||
Exercise of stock options and vesting of restricted stock units | 879 | $ 8 | 871 | |||||||
Exercise of stock options and vesting of restricted stock units, shares | 82,273 | |||||||||
Stock-based compensation | 5,334 | 5,334 | ||||||||
Currency translation adjustment | (6,048) | (6,048) | ||||||||
Net loss | (18,893) | (18,893) | ||||||||
Ending balance at Mar. 31, 2022 | $ 297,473 | $ 4,489 | $ 794,074 | $ (485,821) | $ (15,269) | |||||
Ending balance, shares at Mar. 31, 2022 | 43,549,325 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview | 1. Overview Merus N.V. is a clinical-stage oncology company developing innovative antibody therapeutics, headquartered in Utrecht, the Netherlands. Merus US, Inc. is a wholly-owned subsidiary of Merus N.V. located at 139 Main Street, Cambridge, Massachusetts, United States (collectively, the “Company”). Since inception, the Company has generated an accumulated deficit of $485.8 million as of March 31, 2022. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as its antibody candidates advance through discovery, pre-clinical development and clinical trials and as it seeks regulatory approval and pursues commercialization of any approved antibody candidate. As a result, the Company may need additional financing to support its continuing operations. Until the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through public equity offerings, debt financings, or other sources, which may include collaborations, business development and licensing opportunities with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The Company’s inability to raise capital as and when needed would have a negative impact on its financial condition and ability to pursue its business strategy. The Company will need to generate significant revenues to achieve profitability and may never do so. Based on the Company’s current operating plan, the Company expects that its existing cash and cash equivalents and marketable securities of $$384.3 million as of March 31, 2022, will fund the Company’s operations beyond 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022 (the “Annual Report on Form 10-K”). There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022. Basis of Presentation The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2022 and 2021 are referred to as the first quarter of 2022 and 2021, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021, included in the Annual Report on Form 10-K. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable securities balances. After considering the Company’s current research and development plans, the timing expectations related to the progress of its clinical-stage programs and its plans to pursue commercialization of any approved antibody candidate, and after considering its existing cash, cash equivalents and marketable securities as of March 31, 2022, the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Additional details of the Company’s cash runway are described in Note 1 Overview |
Investments in Debt Securities
Investments in Debt Securities | 3 Months Ended |
Mar. 31, 2022 | |
Debt Securities [Abstract] | |
Investments in Debt Securities | 3. Investments in Debt Securities The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet: March 31, 2022 December 31, 2021 (in thousands) Money market funds $ 5,232 $ 5,684 Corporate paper and notes 135,469 155,039 U.S. government agency securities 6,082 2,093 U.S. treasuries 48,154 32,155 Total $ 194,937 $ 194,971 Fair value of debt securities $ 194,165 $ 194,773 March 31, 2022 December 31, 2021 (in thousands) Cash equivalents $ 5,232 $ 5,684 Current marketable securities 164,239 168,990 Non-current marketable securities 25,466 20,297 Total $ 194,937 $ 194,971 The Company does not intend to sell and it is unlikely that the Company will be required to sell the above investments before recovery of their amortized cost bases, which may be at maturity. The Company determined that there was no material change in the credit risk of any of its investments. The fair value of money market funds is determined based on publicly available market price for these funds (Level 1). The fair value of other debt securities is determined based on the publicly available inputs which includes a market price for the same or similar instruments adjusted for estimates in interest yield (Level 2). |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | 4. Supplemental Balance Sheet Information Prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 (In thousands) Prepaid research and development expenses $ 10,049 $ 2,146 Prepaid general and administrative expenses 5,269 2,760 Interest receivable 496 367 Other 2,434 2,175 Total $ 18,248 $ 7,448 Accrued expenses and other liabilities consisted of the following: March 31, 2022 December 31, 2021 (In thousands) Accrued research and development expenses $ 15,593 $ 15,174 Accrued general and administrative expenses 1,994 4,861 Accrued personnel costs 2,695 1,362 Other 666 1,109 Total $ 20,948 $ 22,506 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions as well as in the Netherlands. The components of the income tax expense (benefit) from continuing operations are as follows: Three Months Ended March 31, 2022 2021 (In thousands) U.S. federal $ (171 ) $ (226 ) U.S. state (52 ) (94 ) Total current income tax benefit $ (223 ) $ (320 ) U.S. federal $ 238 $ 261 U.S. state 99 108 Total deferred income tax expense $ 337 $ 369 Total income tax expense $ 114 $ 49 After consideration of all positive and negative evidence, we believe that it is more-likely-than-not that the Netherlands deferred tax assets, that are not supported by reversing temporary differences, will not be realized. As a result, we established a full valuation allowance against deferred tax assets of the Netherlands. Under Dutch tax law, net operating loss carryforwards may be used to offset future taxable income in full up to €1.0 million and 50% of taxable income that exceeds €1.0 million. Effective as of January 1, 2022, these losses can be carried forward indefinitely. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Litigation On April 5, 2018, an unnamed third party filed a notice of opposition against the Company’s EP 2604625 patent, entitled “Generation of Binding Molecules,” in the European Opposition Division of the European Patent Office (the “EPO”). The notice asserted, as applicable, added subject matter, lack of novelty, lack of inventive step, and insufficiency. On August 20, 2018, the Company timely responded to these submissions. An opposition hearing was held in June 2019, wherein the EPO revoked the EP 2604625 patent in its entirety under Art. 123(2) EPC. The Company timely appealed that decision in December 2019 before the Technical Board of Appeals for the EPO (the “TBA”) seeking reinstatement of the patent and proposing auxiliary requests for certain amended claims. The TBA issued a communication on April 20, 2022, issuing preliminary appreciation of matters concerning the appeal, but which are not binding on the board and are subject to an oral proceeding scheduled for May 10, 2022. As this opposition proceeding continues, the Company cannot be certain that it will ultimately prevail. From time to time, the Company may be involved in various other claims and legal proceedings relating to claims arising out of the Company’s operations. The Company is not currently a party to any material legal proceedings. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has noncancelable operating leases for offices and lab spaces expiring at various dates through 2026. There have been no changes in the Company’s lease arrangements for the three months ended March 31, 2022. The components of lease expense for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended March 31, 2022 2021 (In thousands) Lease cost Operating lease cost $ 385 $ 418 Variable lease cost 76 91 Total lease cost included in operating expenses $ 461 $ 509 Other information Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows $ 399 $ 435 |
Collaborations
Collaborations | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborations | 8. Collaborations Lilly On January 18, 2021, Eli Lilly and Company, (“Lilly”) agreed to pay the Company a $40.0 million, non-refundable upfront payment, and purchased 706,834 common shares at a stated price per share of $28.295, for an aggregate purchase price of $20.0 million. The Company and Lilly agreed to collaborate with respect to the discovery and research of bispecific antibodies utilizing the Company’s proprietary Biclonics® bispecific technology platform. The collaboration encompasses up to three (3) independent programs directed to the generation of T-cell re-directing bispecific antibodies that bind CD3 and a tumor associated antigen target selected by Lilly to be the subject of each program. The objective of each program would be to develop a lead compound that Lilly would be able to continue to develop through clinical trials. Lilly agreed to fund the research activities the Company conducts for each program under an agreed research plan and budget. Lilly receives an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights and know-how to exploit certain compounds and products directed to designated targets in combination with CD3, or directed to such designated target(s) alone as a monospecific antibody or monospecific antibody drug conjugate, subject to rights granted by Merus to third parties under one or more existing third party agreements. Merus retains all rights not granted to Lilly. Lilly has certain rights to replace selected targets, including the right to substitute a target selection after initial selection for a period of time. The Company may be entitled to further milestones and royalties in the future dependent on development and commercialization of any resulting product. The initial term of the arrangement includes a three-year research term for the Company to perform research and development activities, subject to two extension terms of six months at Lilly’s discretion. While the arrangement may be terminated in its entirety or on a program-by-program basis at will by Lilly, there are no direct costs or penalties to Lilly to terminate the arrangement prior to the end of the initial term. At inception of the arrangement, the Company identified a single performance obligation comprised of a combined delivery of a license and related activities, including research activities associated with the first target and the activities of the joint steering committee. The Company also identified two other combined performance obligations relating to options exercisable by Lilly to select a second and third target to advance selected targets through discovery and research. The transaction price at inception was comprised of fixed consideration of $43.5 million that was derived from the $40.0 million upfront payment and $20.0 million share purchase proceeds, net of the fair value of shares of the shares delivered to Lilly of $16.5 million, and variable consideration associated with the funding of research services for the first target at inception. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception. The fixed consideration was allocated equally amongst the three performance obligations and the variable consideration associated with each target was allocated to the performance obligation of each respective target. The equal allocation of the fixed consideration was based on the estimated standalone selling price of each performance obligation as each was materially the same. On February 12, 2021, the Company and Lilly completed the initial exchange of fixed consideration and transfer of common shares. The Company initially deferred $43.5 million allocated to the performance obligations to be recognized as revenue over time using a cost-to-cost measure of progress toward the development of a lead compound for each respective target, anticipated to be recognized as revenue within the initial research term , along with research funding . D evelopment milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be included i n the transaction price for each performance obligation and recognized in future periods in accordance with the Company’s revenue recognition policy. The revenue recognized relating to each combined performance obligation is presented in the notes according to the source of consideration received (upfront, reimbursement revenue, milestone), reflective of their differing timing of receipt. As of March 31, 2022, research activities are on-going. No milestones have been achieved to date. Incyte On January 23, 2017, the Company completed the sale of shares and exchange of a license with Incyte Corporation (“Incyte”). The Company initially deferred $152.6 million of the transaction price allocated to the license and related performance obligation as deferred revenue, to be recognized as revenue over time as the primary benefit of the license to Incyte is access to the Company’s intellectual property covering its Biclonics® technology platform for the generation of potential product candidates. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be recognized in future periods in accordance with the Company’s revenue recognition policy. Cost reimbursements for research services are recognized as they are performed over time as these are considered a separate performance obligation. In January 2022, the Company announced that Incyte elected to opt-out of its ex-U.S. development of MCLA-145, from the parties joint collaboration agreement executed in 2017. At inception of the collaboration, for the designated product candidate (MCLA-145), the Company retained the exclusive right to develop and commercialize products and product candidates in the United States, while Incyte obtained the exclusive right to develop and commercialize products and product candidates arising from such program outside the United States. For MCLA-145, the parties conducted and shared equally the costs of mutually agreed global development activities. Incyte’s opt-out of ex-U.S. rights to MCLA-145 provides the Company the exclusive right to develop and commercialize potential MCLA-145 products globally. Under the collaboration, Incyte will continue to support the program for a limited time while ex-U.S. activities are transitioned to the Company, and Incyte will retain a right to a residual royalty of up to 4% on sales of future commercialization of MCLA-145, if approved. There were no development or commercialization milestones achieved during the three months ended March 31, 2022. ONO On March 14, 2018, the Company granted ONO Pharmaceuticals Co. Ltd. (“ONO”) an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics ® Amounts related to the provision of a license are amortized over the intended period of use. Simcere In January 2018, the Company granted Simcere Pharmaceuticals Group (“Simcere”) an exclusive license to develop and commercialize up to three bispecific antibodies in China to be produced by Merus utilizing the Company’s Biclonics ® At inception of the arrangement, the Company identified three performance obligations comprised of the combined delivery of a license and performance of research and development activities with respect to each program. The Company performed research and development activities to achieve candidate nomination. The Company concluded that these activities were not distinct from the underlying license for each program as Simcere would not be able to benefit from the license apart from research and development activities at this phase of development. The transaction price under the arrangement comprised fixed consideration of $2.75 million. The transaction price was allocated to each separate performance obligation on a relative standalone fair value basis. The Company deferred the portion of the upfront payment allocated to the three performance obligations as deferred revenue, to be recognized over time. Compensation for research and development services prior to candidate nomination are allocated to each program performance obligation and also recognized over time. Development milestone payments allocated to each of the program performance obligations are constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy . The Company has achieved three milestones under this agreement and has received an aggregate of $1.8 million in milestone payments. In January 2022, the Company and Simcere terminated the Simcere Agreement, effective March 30, 2022. Contract Assets and Liabilities The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands. Incyte Lilly Other Total CONTRACT ASSETS Accounts receivable Balance at January 1, 2022 $ 1,634 $ — $ 41 $ 1,675 Billings 2,888 1,186 489 4,563 Cash receipts (4,522 ) (1,186 ) (482 ) (6,190 ) Adjustments — — — — Foreign exchange — — 2 2 Balance at March 31, 2022 — — 50 50 Unbilled receivables Balance at January 1, 2022 $ 2,975 $ 1,203 $ 453 $ 4,631 Accrued receivables 1,551 958 49 2,558 Billings (2,888 ) (1,186 ) (489 ) (4,563 ) Adjustments — — — — Foreign exchange — — (5 ) (5 ) Balance at March 31, 2022 1,638 975 8 2,621 CONTRACT LIABILITIES Deferred revenue Balance at January 1, 2022 $ 73,330 $ 27,353 $ 222 $ 100,905 Allocation of contract consideration — — — — Revenue recognized in the period (4,402 ) (4,038 ) (222 ) (8,662 ) Foreign exchange (1,416 ) (501 ) — (1,917 ) Balance at March 31, 2022 67,512 22,814 — 90,326 Less: current portion (17,689 ) (16,007 ) — (33,696 ) Non-current balance at March 31, 2022 49,823 6,807 — 56,630 The balance of unbilled receivables predominantly represents reimbursement revenue under the Company’s collaboration arrangements earned in the period to be billed and collected in the next period, generally quarterly. Incyte was a related party as more fully described in Note 10. Contract Revenues and Expenses Three Months Ended March 31, 2022 (In thousands) Incyte Lilly Other Total Upfront payments $ 4,402 $ 4,038 $ 222 $ 8,662 Reimbursement revenue 1,964 979 — 2,943 Milestones — — — — Other — — 50 50 Total collaboration revenue $ 6,366 $ 5,017 $ 272 $ 11,655 Operating expenses: Research and development expense $ 360 $ — $ — $ 360 General and administrative expense — — — — Total operating expenses from collaborations $ 360 $ — $ — $ 360 Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,402 $ 4,038 $ 222 $ 8,662 Three Months Ended March 31, 2021 (In thousands) Incyte Lilly Other Total Upfront payments $ 4,734 $ 1,146 $ 190 $ 6,070 Reimbursement revenue 2,017 263 — 2,280 Milestones — — — — Total collaboration revenue $ 6,751 $ 1,409 $ 190 $ 8,350 Operating expenses: Research and development expense $ 359 $ — $ — $ 359 General and administrative expense — — — — Total operating expenses from collaborations $ 359 $ — $ — $ 359 Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,734 $ — $ 190 $ 4,924 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 9. Employee Benefits Stock-Based Compensation Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2022 2021 (In thousands) Research and development $ 2,450 $ 1,637 General and administrative 2,884 1,763 Total $ 5,334 $ 3,400 The weighted-average grant date fair value of options, estimated as of the grant date using the Black Scholes option pricing model was $24.92 per option for the 1,522,250 options granted during the three months ended March 31, 2022. The following assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2022. Volatility 76.2 % Risk-free interest rate 1.6 % Expected holding period (in years) 6.1 Dividend yield - In addition, the Company granted 20,000 RSUs during the three months ended March 31, 2022 with a weighted average grant date fair value of $24.61 per unit. Executive Settlement In April 2020, Mark Throsby, Ph.D. resigned as the Executive Vice President and Chief Scientific Officer of the Company effective July 31, 2020. In connection with his departure, Mr. Throsby entered into a Settlement Agreement with the Company, pursuant to which Mr. Throsby received a severance payment equal to 8 months of his annual salary and amortized bonus aggregating approximately $0.3 million. Further, subject to Mr. Throsby’s continued compliance with the terms and conditions of the Settlement Agreement, Mr. Throsby’s unvested equity awards continued to vest until October 31, 2020 as if Mr. Throsby had continued in full time service with the Company through such date. The post-termination exercise period of Mr. Throsby's options was extended to March 31, 2021. The Company incrementally recognized $0.1 million in respect of the severance payment and a net reversal of $0.4 million of stock-based compensation expense in respect of share-based payments in research and development expense in the consolidated statement of operations in the prior year. In March 2021, the Company and Mr. Throsby amended the Settlement Agreement, extending the post-termination expiration period of his outstanding options to extend to October 31, 2021, three months following his performance of certain consulting services through July 31, 2021. As a result, additional compensation cost of $0.2 million was recognized for the quarter ended March 31, 2021. In July 2021, the Company and Mr. Throsby entered into the 2 nd |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions • In 2006, the Company has entered into the Incyte collaboration and license agreement and the Incyte share subscription agreement in which the terms and transactional amounts incurred between Incyte and the Company are more fully described in Note 8. Incyte’s holdings of the Company’s total outstanding shares fell below 10.0% due to the Company issuing additional shares of common stocks through various financing events of 2021. Effective January 1, 2022, these unaudited condensed consolidated financial statements no longer present the Company’s transactions with Incyte separately as related party. Incyte holds approximately 8.2% of the outstanding shares of the Company as of March 31, 2022. See Note 8 for additional details of transactional activities between Incyte and the Company for the three months ended March 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In April 2022, the lease agreement between the Company and Kadans Science Partner XII B.V. (“Kadans”) commenced. The Company has begun certain fit-out construction on approximately 5,030 square meters of office and laboratory space in the premises, which is expected to complete on or around December 2022. The lease provides for a base rent of approximately €1.3 million per annum. The rent amount is subject to adjustment based on the consumer price index (the “CPI”) annually, subject to certain limitations if the CPI is greater than 3.0%. The initial term of the lease is ten years with two 5-year renewal options following the initial term, unless earlier terminated by the Company or Kadans, except that the earliest Kadans may terminate the lease is 20 years from the completion date of the premise construction. The Company is currently assessing the impact of the lease agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Presentation The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2022 and 2021 are referred to as the first quarter of 2022 and 2021, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021, included in the Annual Report on Form 10-K. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. |
Investments in Debt Securities
Investments in Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Securities [Abstract] | |
Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet | The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet: March 31, 2022 December 31, 2021 (in thousands) Money market funds $ 5,232 $ 5,684 Corporate paper and notes 135,469 155,039 U.S. government agency securities 6,082 2,093 U.S. treasuries 48,154 32,155 Total $ 194,937 $ 194,971 Fair value of debt securities $ 194,165 $ 194,773 March 31, 2022 December 31, 2021 (in thousands) Cash equivalents $ 5,232 $ 5,684 Current marketable securities 164,239 168,990 Non-current marketable securities 25,466 20,297 Total $ 194,937 $ 194,971 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 (In thousands) Prepaid research and development expenses $ 10,049 $ 2,146 Prepaid general and administrative expenses 5,269 2,760 Interest receivable 496 367 Other 2,434 2,175 Total $ 18,248 $ 7,448 |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following: March 31, 2022 December 31, 2021 (In thousands) Accrued research and development expenses $ 15,593 $ 15,174 Accrued general and administrative expenses 1,994 4,861 Accrued personnel costs 2,695 1,362 Other 666 1,109 Total $ 20,948 $ 22,506 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Expense for (Benefit) from Income Taxes | The components of the income tax expense (benefit) from continuing operations are as follows: Three Months Ended March 31, 2022 2021 (In thousands) U.S. federal $ (171 ) $ (226 ) U.S. state (52 ) (94 ) Total current income tax benefit $ (223 ) $ (320 ) U.S. federal $ 238 $ 261 U.S. state 99 108 Total deferred income tax expense $ 337 $ 369 Total income tax expense $ 114 $ 49 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Cost | The components of lease expense for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended March 31, 2022 2021 (In thousands) Lease cost Operating lease cost $ 385 $ 418 Variable lease cost 76 91 Total lease cost included in operating expenses $ 461 $ 509 Other information Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows $ 399 $ 435 |
Collaborations (Tables)
Collaborations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Company's Accompanying Condensed Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements | The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands. Incyte Lilly Other Total CONTRACT ASSETS Accounts receivable Balance at January 1, 2022 $ 1,634 $ — $ 41 $ 1,675 Billings 2,888 1,186 489 4,563 Cash receipts (4,522 ) (1,186 ) (482 ) (6,190 ) Adjustments — — — — Foreign exchange — — 2 2 Balance at March 31, 2022 — — 50 50 Unbilled receivables Balance at January 1, 2022 $ 2,975 $ 1,203 $ 453 $ 4,631 Accrued receivables 1,551 958 49 2,558 Billings (2,888 ) (1,186 ) (489 ) (4,563 ) Adjustments — — — — Foreign exchange — — (5 ) (5 ) Balance at March 31, 2022 1,638 975 8 2,621 CONTRACT LIABILITIES Deferred revenue Balance at January 1, 2022 $ 73,330 $ 27,353 $ 222 $ 100,905 Allocation of contract consideration — — — — Revenue recognized in the period (4,402 ) (4,038 ) (222 ) (8,662 ) Foreign exchange (1,416 ) (501 ) — (1,917 ) Balance at March 31, 2022 67,512 22,814 — 90,326 Less: current portion (17,689 ) (16,007 ) — (33,696 ) Non-current balance at March 31, 2022 49,823 6,807 — 56,630 |
Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period | Contract Revenues and Expenses Three Months Ended March 31, 2022 (In thousands) Incyte Lilly Other Total Upfront payments $ 4,402 $ 4,038 $ 222 $ 8,662 Reimbursement revenue 1,964 979 — 2,943 Milestones — — — — Other — — 50 50 Total collaboration revenue $ 6,366 $ 5,017 $ 272 $ 11,655 Operating expenses: Research and development expense $ 360 $ — $ — $ 360 General and administrative expense — — — — Total operating expenses from collaborations $ 360 $ — $ — $ 360 Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,402 $ 4,038 $ 222 $ 8,662 Three Months Ended March 31, 2021 (In thousands) Incyte Lilly Other Total Upfront payments $ 4,734 $ 1,146 $ 190 $ 6,070 Reimbursement revenue 2,017 263 — 2,280 Milestones — — — — Total collaboration revenue $ 6,751 $ 1,409 $ 190 $ 8,350 Operating expenses: Research and development expense $ 359 $ — $ — $ 359 General and administrative expense — — — — Total operating expenses from collaborations $ 359 $ — $ — $ 359 Revenue recognized that was included in deferred revenue at the beginning of the period $ 4,734 $ — $ 190 $ 4,924 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Stock-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss | Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2022 2021 (In thousands) Research and development $ 2,450 $ 1,637 General and administrative 2,884 1,763 Total $ 5,334 $ 3,400 |
Summary of Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2022. Volatility 76.2 % Risk-free interest rate 1.6 % Expected holding period (in years) 6.1 Dividend yield - |
Overview - Additional Informati
Overview - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accumulated deficit | $ (485,821) | $ (466,928) |
Cash and cash equivalents and marketable securities | $ 384,300 |
Investments in Debt Securitie_2
Investments in Debt Securities - Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | $ 194,937 | $ 194,971 |
Fair value of debt securities | 194,165 | 194,773 |
Cash equivalents [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 5,232 | 5,684 |
Current marketable securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 164,239 | 168,990 |
Non-current marketable securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 25,466 | 20,297 |
Money market funds [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 5,232 | 5,684 |
Corporate paper and notes [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 135,469 | 155,039 |
U.S. government agency securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 6,082 | 2,093 |
U.S. treasuries [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | $ 48,154 | $ 32,155 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid research and development expenses | $ 10,049 | $ 2,146 |
Prepaid general and administrative expenses | 5,269 | 2,760 |
Interest receivable | 496 | 367 |
Other | 2,434 | 2,175 |
Total | $ 18,248 | $ 7,448 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued research and development expenses | $ 15,593 | $ 15,174 |
Accrued general and administrative expenses | 1,994 | 4,861 |
Accrued personnel costs | 2,695 | 1,362 |
Other | 666 | 1,109 |
Total | $ 20,948 | $ 22,506 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Expense for (Benefit) from Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal | $ (171) | $ (226) |
U.S. state | (52) | (94) |
Total current income tax benefit | (223) | (320) |
U.S. federal | 238 | 261 |
U.S. state | 99 | 108 |
Total deferred income tax expense | 337 | 369 |
Total income tax expense | $ 114 | $ 49 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - Dutch Tax Law € in Millions | 3 Months Ended |
Mar. 31, 2022EUR (€) | |
Income Tax Disclosure [Line Items] | |
Taxable income that exceeds €1.0 million, percentage | 50.00% |
Maximum | |
Income Tax Disclosure [Line Items] | |
Future taxable income offset limit | € 1 |
Minimum | |
Income Tax Disclosure [Line Items] | |
Future taxable income exceeding limit | € 1 |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 385 | $ 418 |
Variable lease cost | 76 | 91 |
Total lease cost included in operating expenses | 461 | 509 |
Other information | ||
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows | $ 399 | $ 435 |
Collaborations - Additional Inf
Collaborations - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions | Jan. 18, 2021USD ($)$ / sharesshares | Aug. 31, 2018USD ($) | Mar. 14, 2018EUR (€) | Jan. 23, 2017USD ($) | Jan. 31, 2022 | Jan. 31, 2018USD ($)AntibodyPerformanceObligationMilestone | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Feb. 12, 2021USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Proceeds from issuance of common stock, net | $ 0 | $ 129,568 | |||||||
Net fair value of shares | $ 285 | ||||||||
Lilly Collaborations Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Non-refundable upfront payment receivable | $ 40,000 | ||||||||
Issuance of common stock, shares | shares | 706,834 | ||||||||
Common stock stated purchase price per share | $ / shares | $ 28.295 | ||||||||
Proceeds from issuance of common stock, net | $ 20,000 | ||||||||
Fixed consideration | 43,500 | $ 43,500 | |||||||
Upfront payment | 40,000 | ||||||||
Net fair value of shares | $ 16,500 | ||||||||
Incyte Collaboration and License Agreement | Maximum | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Residual royalty percentage | 4.00% | ||||||||
Incyte Collaboration and License Agreement | License and Related Activities | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Collaborations, transaction price as deferred revenue | $ 152,600 | ||||||||
Second ONO Research and License Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Non-refundable upfront payment receivable | € | € 0.7 | ||||||||
Payment to compensate research services | € | 0.3 | ||||||||
Over time payment for full time equivalent funding | € | € 0.2 | ||||||||
Simcere Collaboration and License Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of bispecific antibodies under collaboration and license agreement | Antibody | 3 | ||||||||
Non-refundable upfront payment received | $ 2,750 | ||||||||
Collaborations, transaction price as revenue | $ 2,750 | ||||||||
Milestone payments received | $ 1,800 | ||||||||
Number of milestones achieved | Milestone | 3 | ||||||||
Simcere Collaboration and License Agreement | License and Performance | Research and Development | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of performance obligation | PerformanceObligation | 3 |
Collaborations - Summary of Com
Collaborations - Summary of Company's Accompanying Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Incyte | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | $ 4,402 | $ 4,734 | |
Incyte | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | $ 1,634 | ||
Billings | 2,888 | ||
Cash receipts | (4,522) | ||
Balance at March 31, 2022 | 1,634 | ||
Incyte | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 1,638 | 2,975 | |
Accrued receivables | 1,551 | ||
Billings | (2,888) | ||
Balance at March 31, 2022 | 1,638 | 2,975 | |
Incyte | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 67,512 | 73,330 | |
Foreign exchange | (1,416) | ||
Revenue recognized in the period | (4,402) | ||
Balance at March 31, 2022 | 67,512 | 73,330 | |
Less: current portion | (17,689) | ||
Non-current balance at March 31, 2022 | 49,823 | ||
Lilly | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 4,038 | 0 | |
Lilly | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 1,186 | ||
Cash receipts | (1,186) | ||
Lilly | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 975 | 1,203 | |
Accrued receivables | 958 | ||
Billings | (1,186) | ||
Balance at March 31, 2022 | 975 | 1,203 | |
Lilly | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 22,814 | 27,353 | |
Foreign exchange | (501) | ||
Revenue recognized in the period | (4,038) | ||
Balance at March 31, 2022 | 22,814 | 27,353 | |
Less: current portion | (16,007) | ||
Non-current balance at March 31, 2022 | 6,807 | ||
Other | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 222 | 190 | |
Other | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 50 | 41 | |
Billings | 489 | ||
Cash receipts | (482) | ||
Foreign exchange | 2 | ||
Balance at March 31, 2022 | 50 | 41 | |
Other | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 8 | 453 | |
Accrued receivables | 49 | ||
Billings | (489) | ||
Foreign exchange | (5) | ||
Balance at March 31, 2022 | 8 | 453 | |
Other | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 222 | ||
Revenue recognized in the period | (222) | ||
Balance at March 31, 2022 | 222 | ||
Collaboration Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 8,662 | $ 4,924 | |
Collaboration Agreement | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 50 | 1,675 | |
Billings | 4,563 | ||
Cash receipts | (6,190) | ||
Foreign exchange | 2 | ||
Balance at March 31, 2022 | 50 | 1,675 | |
Collaboration Agreement | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 2,621 | 4,631 | |
Accrued receivables | 2,558 | ||
Billings | (4,563) | ||
Foreign exchange | (5) | ||
Balance at March 31, 2022 | 2,621 | 4,631 | |
Collaboration Agreement | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2022 | 90,326 | 100,905 | |
Foreign exchange | (1,917) | ||
Revenue recognized in the period | (8,662) | ||
Balance at March 31, 2022 | 90,326 | $ 100,905 | |
Less: current portion | (33,696) | ||
Non-current balance at March 31, 2022 | $ 56,630 |
Collaborations - Summary of C_2
Collaborations - Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 26,975 | $ 20,806 |
General and administrative | 11,753 | 9,333 |
Total operating expenses | 38,728 | 30,139 |
Incyte | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Upfront payments | 4,402 | 4,734 |
Reimbursement revenue | 1,964 | 2,017 |
Milestones | 0 | 0 |
Other | 0 | |
Total collaboration revenue | 6,366 | 6,751 |
Operating expenses: | ||
Research and development | 360 | 359 |
General and administrative | 0 | 0 |
Total operating expenses | 360 | 359 |
Revenue recognized in the period | 4,402 | 4,734 |
Lilly | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Upfront payments | 4,038 | 1,146 |
Reimbursement revenue | 979 | 263 |
Milestones | 0 | 0 |
Other | 0 | |
Total collaboration revenue | 5,017 | 1,409 |
Operating expenses: | ||
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Revenue recognized in the period | 4,038 | 0 |
Other | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Upfront payments | 222 | 190 |
Reimbursement revenue | 0 | 0 |
Milestones | 0 | 0 |
Other | 50 | |
Total collaboration revenue | 272 | 190 |
Operating expenses: | ||
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Revenue recognized in the period | 222 | 190 |
Collaboration Agreement | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Upfront payments | 8,662 | 6,070 |
Reimbursement revenue | 2,943 | 2,280 |
Milestones | 0 | 0 |
Other | 50 | |
Total collaboration revenue | 11,655 | 8,350 |
Operating expenses: | ||
Research and development | 360 | 359 |
General and administrative | 0 | 0 |
Total operating expenses | 360 | 359 |
Revenue recognized in the period | $ 8,662 | $ 4,924 |
Employee Benefits - Summary of
Employee Benefits - Summary of Stock-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 5,334 | $ 3,400 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 2,450 | 1,637 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 2,884 | $ 1,763 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average fair value of options granted | $ 24.92 | |||
Share-based payment award, fair value assumptions, method used | Black Scholes option pricing model | |||
Number of options granted | 1,522,250 | |||
Severance payment | $ 0.1 | |||
Additional compensation cost | $ 0.2 | |||
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net reversal of stock-based compensation expense | $ 0.4 | |||
Other Income | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net gain associated with the derivative instrument | $ 0.4 | |||
Postemployment Retirement Benefits | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Executive settlements, cash compensation paid | $ 0.3 | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, RSUs granted | 20,000 | |||
Weighted average grant date fair value | $ 24.61 |
Employee Benefits - Summary o_2
Employee Benefits - Summary of Assumptions Used to Estimate Fair Value of Options Granted (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Volatility | 76.20% |
Risk-free interest rate | 1.60% |
Expected holding period (in years) | 6 years 1 month 6 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Incyte - Merus N V [Member] | Mar. 31, 2022 |
Related Party Transaction [Line Items] | |
Ownership percentage | 8.20% |
Maximum | |
Related Party Transaction [Line Items] | |
Ownership percentage | 10.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Kadans Science Partner XII BV - Office And Laboratory - Subsequent Event € in Millions | 1 Months Ended |
Apr. 30, 2022EUR (€)m² | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Area of property available for operating lease | m² | 5,030 |
Operating lease, base expense | € | € 1.3 |
Operating lease, rent adjustment description | The rent amount is subject to adjustment based on the consumer price index (the “CPI”) annually, subject to certain limitations if the CPI is greater than 3.0%. |
Extended lease term | 10 years |
Operating lease, renewal term | 5 years |
Operating lease, termination term | 20 years |
Minimum | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Consumer price Index | 3.00% |