payment through September 2019. Because the amortization period for the upfront payment will never be less
than the initial six year term of the collaboration, the amount of revenue we recognize from the upfront payment
will never exceed the amount that Biogen Idec could potentially require us to refund.
For each antisense molecule that is chosen for drug discovery and development under this collaboration, we
are eligible to receive up to approximately $260 million in a license fee and milestone payments. We are eligible
to receive up to approximately $60 million for the achievement of research and development milestones,
including amounts related to the cost of clinical trials, and up to $130 million for the achievement of regulatory
milestones. In addition, we are eligible to receive royalties up to the mid-teens on any product sales of antisense
drugs developed under this collaboration. If other modalities are chosen, such as small molecules or monoclonal
antibodies, we are eligible to receive up to $90 million in milestone payments, including up to $35 million for
the achievement of research and development milestones and up to $55 million for the achievement of regulatory
milestones. In addition, we are eligible to receive single-digit royalties on any product sales of drugs using
non-antisense modalities developed under this collaboration. Through February 2015, we have earned $25 million
in milestone payments related to advancing three different targets under this collaboration. We will earn the next
milestone payment of up to $10 million if we choose another target to advance under this collaboration.
Each of our agreements with Biogen Idec will continue until the earlier of the date all of Biogen Idec’s
options to obtain the exclusive licenses under the applicable agreement expire unexercised or, if Biogen Idec
exercises its option, until the expiration of all payment obligations under the applicable agreement. In addition,
each agreement, or any program under an agreement, may terminate early under the following situations:
•
Biogen Idec may terminate the agreement or any program at any time by providing written notice to
us;
•
Under specific circumstances, if we are acquired by a third party with a product that directly competes
with a compound being developed under the agreement, Biogen Idec may terminate the affected
program by providing written notice to us;
•
If, within a specified period of time, any required clearance of a transaction contemplated by an
agreement under the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended, is not
received, then either we or Biogen Idec may terminate the affected program by providing written notice
to the other party; and
•
Either we or Biogen Idec may terminate any program by providing written notice to the other party
upon the other party’s uncured failure to perform a material obligation under the agreement with
respect to the affected program, or the entire agreement if the other party becomes insolvent.
During 2014, 2013 and 2012, we earned revenue of $123.2 million, $37.0 million and $8.5 million,
respectively, from our relationship with Biogen Idec, which represented 58 percent, 25 percent and eight percent,
respectively, of our total revenue for those periods.
Genzyme Corporation, a Sanofi company
In January 2008, we entered into a strategic alliance with Genzyme focused on the licensing and
co-development of KYNAMRO. The license and co-development agreement provides Genzyme with exclusive
worldwide rights for all therapeutic purposes to our patents and know-how related to KYNAMRO, including the
key product related patents described in the ‘‘Patents and Proprietary Rights’’ section under ‘‘ApoB 100 and
KYNAMRO’’ on page 45 of this report, and their foreign equivalents pending or granted in various countries
outside the United States, including in the European Union via the European Patent Convention, Japan, Canada,
Australia, SouthAfrica and India. In addition, we agreed that we would not develop or commercialize another
oligonucleotide-based compound designed to modulate apo-B by binding to the mRNA, encoding apo-B,
throughout the world.
The transaction included a $175 million licensing fee, a $150 million equity investment in our stock in
which we issued Genzyme five million shares of our common stock, and a share of worldwide profits on
KYNAMRO and follow-on drugs ranging from 30 percent to 50 percent of all commercial sales. From inception
through February 2015, we have earned $50 million in milestone payments for advancing KYNAMRO in
development. We may also receive over $1.5 billion in regulatory and commercialization milestone payments.
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