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Index to Consolidated Financial Statements
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )
Consolidated Balance Sheets
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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2021 expressed an unqualified opinion on the Company’s internal control over financial reporting.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases in 2019 due to adoption of Accounting Standards Update No.
−Removed: 2016-02, Leases (Topic 842) , using the optional transition method.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Revenue and Deferred Revenue – Accounting for Research, Development and License Agreement – Refer to Note 7 to the Financial Statements
+Added: Revenue and Deferred Revenue – Accounting for Out- License Agreement – Refer to Note 2 and 7 to the Financial Statements
Critical Audit Matter Description
−Removed: The Company entered into a research, development, and license agreement with Bayer AG (“Bayer”) (the “Bayer License Agreement”) in December 2020 to develop mesothelin-directed CAR T-cell therapies for the treatment of solid tumors, pursuant to which the Company granted to Bayer an exclusive, field-limited license under the applicable patents and know-how owned or controlled by the Company and its affiliates covering or related to ATA2271 and ATA3271.
−Removed: Under the terms of the Bayer License Agreement, the Company will be responsible at its cost for all mutually agreed preclinical and clinical activities for ATA2271 through the first in human Phase 1 clinical study.
−Removed: The Company promised a development and commercialization license, the performance of early-stage research and development services, including technology transfer services, joint steering committee participation, and chemistry, manufacturing and control services.
−Removed: In December 2020, the Company received an upfront cash payment of $45.0 million from Bayer for the exclusive license grant, net of applicable withholding taxes, received an additional $15.0 million upfront reimbursement payment from Bayer for certain research and process development activities, and invoiced Bayer $1.3 million for additional, specified translational activities.
−Removed: The Company determined the Bayer License Agreement is within the scope of Accounting Standards Codification Topic 606 (ASU No.
−Removed: 2014-09), Revenue from Contracts with Customers , and all subsequent amendments (collectively, “ASC 606”) and concluded that the promises in the Bayer License Agreement represent transactions with a customer.
−Removed: In applying ASC 606, the Company has determined the promises in the agreement are highly interdependent upon one another and combined its promises into a single performance obligation.
−Removed: The Company will utilize a cost-based input method to measure its progress toward completion of its performance obligation to calculate the corresponding amount of revenue to recognize each period.
−Removed: In applying the cost-based input method, management uses significant judgment in evaluating assumptions related to its cost estimates.
−Removed: As of December 31, 2020, the Company did not recognize any revenue under the Bayer License Agreement and deferred revenue amounted to $61.3 million, of which $33.5 million is included in current liabilities and $27.8 million is included in long-term liabilities.
−Removed: We identified accounting for the Bayer License Agreement and the estimated deferred revenue to be recognized as revenue over time as a critical audit matter.
−Removed: Given the judgments necessary to determine the accounting literature to apply to a research, development and license agreement, the estimated future costs to be used in applying the cost-based input method to measure progress toward the completion of the performance obligation and the estimated contractual term over which the performance obligation would be completed, auditing such judgments and estimates required extensive audit effort due to the complexity of the Bayer License Agreement and the high degree of auditor judgment applied when performing audit procedures and evaluating the results of those procedures.
+Added: The Company has entered into certain out-license agreements with Bayer and Pierre Fabre.
+Added: During 2021, the Company entered into a Technology Transfer Agreement and a Manufacturing and Supply Agreement with Bayer AG (“Bayer”), both of which were contemplated as part of the existing Bayer License Agreement.
+Added: Under the terms of these agreements, the company will be responsible for technology transfer services, supply of materials required for technology transfer services, and for manufacturing, storage, and distribution of therapies to Bayer.
+Added: Additionally, during 2021, the Company entered into a commercialization agreement with Pierre Fabre Medicament (“Pierre Fabre”).
+Added: Under the terms of the agreement, the Company granted Pierre Fabre a license to commercialize and distribute therapies and will be responsible for manufacturing and supplying the therapies to Pierre Fabre, along with related cell selection services.
+Added: The Company recognizes revenue on out-license agreements as they satisfy their performance obligations and when a customer obtains control of the promised goods or services.
+Added: As of December 31, 2021, the Company recognized $20.3 million of revenue under the out-license agreements and deferred revenue amounted to $96.5 million, of which $40.8 million is included in current liabilities and $55.7 million is included in long-term liabilities.
+Added: We identified accounting for the out-license agreements, the revenue recognized, and the estimated deferred revenue to be recognized as revenue over time as a critical audit matter.
+Added: Given the judgments necessary to determine the accounting literature to apply to an out-license agreement, the method to estimate and measure the progress toward the completion of the performance obligation and the estimated contractual term over which the performance obligation would be completed, auditing such judgments and estimates required extensive audit effort due to the complexity of the out-license agreements and the high degree of auditor judgment applied when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to determining the accounting literature to apply to a research, development and license agreement and management's estimates of costs used in the cost-based input method for measuring progress included the following, among others:
−Removed: We tested the operating effectiveness of controls over contract revenue, including those over determining the accounting literature to apply to an agreement, the estimates of total costs, and the estimated measure of progress when revenue is recognized over time.
−Removed: Evaluated management’s determination that the Bayer License Agreement is within the scope of ASC 606.
−Removed: Tested management's identification of the single performance obligation by evaluating whether the promises to provide a development and commercialization license, the performance of early-stage research and development services, including technology transfer services, joint steering committee participation, and chemistry, manufacturing and control services were highly interdependent and interrelated.
−Removed: Evaluated management's determination of the contractual term and the appropriateness of management's method to measure its progress over that term.
−Removed: Evaluated the assumptions used in the estimates of total costs and the estimated measure of progress for recognizing revenues over time revenue by:
−Removed: Evaluating management's ability to achieve the estimates of costs by performing corroborating inquiries with the Company's project and business development managers, and comparing the assumptions used in the estimates to management's work plans and cost estimates.
−Removed: Tested the mathematical accuracy of management's current and long-term deferred revenue balances based on the estimated revenue to be recognized over time.
−Removed: Accrued Research and Development Expenses & Prepaid Research and Development Expenses (Clinical Trial Accrued and Prepaid Expenses) - Refer to Note 2 to the F inancial S tatements
+Added: Our audit procedures related to determining the accounting literature to apply to the agreements and, where applicable, assessing management's estimates of costs used in the cost-based input method for measuring progress included the following, among others:
+Added: We tested the operating effectiveness of controls over out-license related revenue, including those related to the identification of distinct performance obligations and the determination of the timing and amount of revenue recognized.
+Added: We reviewed and obtained an understanding of the Company’s revenue generating agreements and related transactions during and at the end of the year via review of internal and external presentations, news and publications, and discussions with management.
+Added: We evaluated management’s determination that the agreement is within the scope of ASC 606.
+Added: We tested management's identification of the performance obligation(s) by evaluating whether the promises were highly interdependent and interrelated .
+Added: We evaluated management's determination of the contractual term and the appropriateness of management's method to measure its progress over that term.
+Added: We evaluated the assumptions used in the estimates of total costs and the estimated measure of progress for recognizing revenues over time revenue by:
+Added: Performing corroborating inquiries with the Company's project and business development managers, and comparing the assumptions used in the estimates to management's work plans and cost estimates, and costs reported to date
+Added: Comparing costs incurred for activities completed to date to the costs forecasted for those activities.
+Added: Testing the mathematical accuracy of management’s revenue and current and long-term deferred revenue balances based on the estimated revenue to be recognized over time.
+Added: Accrued Research and Development Expenses & Prepaid Research and Development Expenses (Clinical Trial Accrued and Prepaid Expenses) - Refer to Note 2 to the financial statements
Critical Audit Matter Description
−Removed: The Company recognizes costs it incurs for preclinical studies, clinical trials, and manufacturing activities as research and development expenses based on its evaluation of its vendors’ progress toward completion of specific tasks.
+Added: The Company recognizes costs it incurs for preclinical studies, clinical studies, and manufacturing activities as research and development expenses based on an evaluation of its vendors’ progress toward completion of specific tasks.
Payment timing may differ significantly from the period in which the costs are recognized as expense.
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This data is obtained through reports from or discussions with Company personnel and outside service providers as to the progress or state of completion of trials, or the completion of services.
−Removed: Given the number of ongoing preclinical study and clinical trial activities and the subjectivity involved in estimating clinical trial accrued and prepaid expenses, auditing the clinical trial accruals and prepaid expenses involved especially subjective judgment.
+Added: Given the number of ongoing preclinical study, clinical study, and manufacturing activities and the subjectivity involved in estimating clinical study accrued and prepaid expenses, auditing the clinical study accruals and prepaid expenses involved especially subjective judgment.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to clinical trial accrued and prepaid expenses included the following, among others:
−Removed: We tested the design and effectiveness of controls over the estimation of clinical trial accrued and prepaid expenses.
+Added: Our audit procedures related to clinical study accrued and prepaid expenses included the following, among others:
+Added: We tested the design and effectiveness of controls over the estimation of clinical study accrued and prepaid expenses.
We obtained and read a sample of research, collaboration, and manufacturing agreements and contracts, as well as amendments thereto.
We evaluated publicly available information (such as press releases and investor presentations) and board of directors’ materials regarding the status of clinical trial and manufacturing activities.
+Added: We obtained the listing of all contracts related to research and development expenses to evaluate the completeness of accruals and prepaid expenses.
For a sample of agreements and contracts, we compared the amount of accrual or prepaid expenses at the end of the prior period to current year activity and evaluated the accuracy of the Company’s estimation methodology.
1 unchanged sentence
We made selections of specific amounts recognized as research and development expense as well as those recognized as accrued and prepaid expenses to evaluate management’s estimate of the vendor’s progress and performed the following procedures:
−Removed: Performed corroborating inquiries with Company clinical operations and manufacturing operations personnel.
Read the related statement of work, purchase order, or other supporting documentation (such as communications between the Company and vendors).
+Added: Performed corroborating inquiries with Company clinical operations and manufacturing operations personnel.
+Added: Confirmed progress directly with the vendor and compared the reported amounts to the Company's estimate.
Evaluated management’s judgments compared to the evidence obtained.
−Removed: Obtained the listing of all contracts related to research and development expenses to evaluate the completeness of accruals and prepaid expenses.
/s/ DELOITTE & TOUCHE LLP
−Removed: San Jose, California
−Removed: March 1, 2021
+Added: San Francisco, California
+Added: February 28, 2022
We have served as the Company’s auditor since 2013.
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Additional paid-in capital
−Removed: Accumulated other comprehensive income
+Added: Accumulated other comprehensive (loss) income
Accumulated deficit
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Years Ended December 31,
+Added: License and collaboration revenue
Operating expenses:
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Loss before provision for income taxes
−Removed: Provision for (benefit from) income taxes
−Removed: Other comprehensive gain (loss):
−Removed: Unrealized gain (loss) on available-for-sale securities
+Added: Provision for income taxes
+Added: Other comprehensive (loss) gain:
+Added: Unrealized (loss) gain on available-for-sale securities
Comprehensive loss
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Stockholders’
−Removed: Income (Loss)
+Added: (Loss) Income
Balance as of January 1, 2019
6 unchanged sentences
Stock-based compensation expense
−Removed: Unrealized loss on available-for-sale securities
+Added: Unrealized gain on available-for-sale securities
Balance as of December 31, 2019
−Removed: Effect of the adoption of ASC topic 842 (Leases)
−Removed: Balance as of January 1, 2019
Issuance of common stock and pre-funded warrants through
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commissions and offering costs of $ 1,887
+Added: Exercise of pre-funded warrants
RSU settlements, net of shares withheld
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Balance as of December 31, 2020
−Removed: Issuance of common stock and pre-funded warrants through
−Removed: underwritten offerings, net of offering costs of $ 583
Issuance of common stock through ATM facilities, net of
commissions and offering costs of $ 2,501
−Removed: Exercise of pre-funded warrants
RSU settlements, net of shares withheld
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Stock-based compensation expense
−Removed: Unrealized gain on available-for-sale securities
+Added: Unrealized loss on available-for-sale securities
Balance as of December 31, 2021
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Asset retirement obligation accretion expense
−Removed: Non-cash interest expense
Changes in operating assets and liabilities:
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Proceeds from sale of property and equipment
−Removed: Net cash (used in) provided by investing activities
+Added: Net cash provided by (used in) investing activities
Financing activities
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Accrued costs related to underwritten public offering
+Added: Accrued costs related to ATM facility
Proceeds from issuance of common stock through ATM facilities not yet received
−Removed: Capitalized lease obligations
−Removed: Property and equipment acquired under capital leases
−Removed: Asset retirement costs
−Removed: Interest capitalized during construction period for build-to-suit lease arrangement
Supplemental cash flow disclosure
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We have several T-cell immunotherapies in clinical development and are progressing multiple next-generation allogeneic chimeric antigen receptor T-cell (“CAR T”) programs.
−Removed: We have entered into a research, development and license agreement (“Bayer License Agreement”) with Bayer AG (“Bayer”) pursuant to which we granted to Bayer an exclusive, field-limited license under the applicable patents and know-how owned or controlled by us and our affiliates covering or related to ATA2271 and ATA3271.
+Added: Our most advanced T-cell immunotherapy program, tab-cel ® (tabelecleucel), is currently in Phase 3 development, and in October 2021, we entered into a commercialization agreement (“Pierre Fabre Commercialization Agreement”) with Pierre Fabre Medicament (“Pierre Fabre”), pursuant to which we granted to Pierre Fabre an exclusive, field-limited license to commercialize and distribute tab-cel ® in Europe and select emerging markets in the Middle East, Africa, Eastern Europe and Central Asia, following regulatory approval.
+Added: Atara will retain full rights to tab-cel ® in other major markets, including North America, Asia Pacific and Latin America.
See Note 7 for further information.
−Removed: We have licensed rights to T-cell product candidates from Memorial Sloan Kettering Cancer Center (“MSK”), rights related to our next-generation CAR T programs from MSK and from Moffitt Cancer Center, and rights to know-how and technology from the Council of the Queensland Institute of Medical Research (“QIMR Berghofer”).
+Added: In December 2020, we entered into a research, development and license agreement (“Bayer License Agreement”) with Bayer AG (“Bayer”) pursuant to which we granted to Bayer an exclusive, field-limited license under the applicable patents and know-how owned or controlled by us and our affiliates covering or related to ATA2271 and ATA3271.
+Added: In March 2021, as contemplated under the Bayer License Agreement and to further advance our collaboration, we entered into (i) a Manufacturing and Supply Agreement;
+Added: (ii) a Pharmacovigilance Agreement;
+Added: (iii) a Quality Agreement;
+Added: and (iv) a Technology Transfer Agreement (collectively, the Bayer License Agreement, the Manufacturing and Supply Agreement and the Technology Transfer Agreement are referred to as the “Bayer Agreements”).
See Note 7 for further information.
+Added: We have licensed rights to T-cell product candidates from Memorial Sloan Kettering Cancer Center (“MSK”), rights related to our next-generation CAR T programs from MSK and from H.
+Added: Lee Moffitt Cancer Center (“Moffitt”), and rights to know-how and technology from the Council of the Queensland Institute of Medical Research (“QIMR Berghofer”).
+Added: See Note 6 for further information.
Summary of Significant Accounting Policies
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Substantially all of our assets are located in the U.S.
+Added: Of the $ 20.3 million license and collaboration revenue recognized in 2021, $ 19.8 million related to our agreements with Bayer, a German company, and $ 0.5 million related to our agreements with Pierre Fabre, a French company.
Liquidity Risk
−Removed: We have incurred significant operating losses since inception and have relied primarily on public and private equity financings to fund our operations.
+Added: We have incurred significant operating losses since inception and have relied primarily on public and private equity financings and receipts from license and collaboration agreements to fund our operations.
As we continue to incur losses, our transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support our cost structure.
We may never achieve profitability, and unless and until we do, we will need to continue to raise additional capital.
−Removed: We expect that existing cash, cash equivalents and short-term investments as of December 31, 2020 will be sufficient to fund our operations for at least the next twelve months from the date of issuance of these financial statements.
+Added: We expect that existing cash, cash equivalents and short-term investments as of December 31, 2021 will be sufficient to fund our planned operations for at least the next twelve months from the date of issuance of these financial statements.
Concentration of Credit Risk and Other Uncertainties
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However, we mitigate the risks by investing in high-grade instruments, limiting our exposure to any one issuer and monitoring the ongoing creditworthiness of the financial institutions and issuers.
−Removed: O ne research, development and license agreement entered into in 2020 accounted for all of the deferred revenue as of December 31, 2020 .
−Removed: For the year ended December 31, 2020 , we did not recognize any revenue from this agreement.
−Removed: Our accounts receivable balance consists of amounts due pursuant to this agreement.
−Removed: We believe the receivable balance is fully collectible.
We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations:
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regulatory approval and market acceptance of, and reimbursement for, our product candidates, if approved by applicable regulatory authorities;
+Added: our ability to collect amounts due from our collaboration partners, future customers or distribution partners;
performance of third-party clinical research organizations and manufacturers upon which we rely;
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Actual results could differ materially from those estimates.
−Removed: On January 1, 2019 , we adopted Accounting Standards Update (“ASU”) No.
−Removed: 2016-02, Leases (Topic 842) .
−Removed: We recorded $ 14.3 million of operating lease assets and $ 15.3 million of operating lease liabilities on our consolidated balance sheet as of January 1, 2019 and de-recognized the build-to-suit asset and corresponding lease obligation of $ 10.3 million for our Thousand Oaks manufacturing facility lease.
−Removed: The transition method we elected for adoption included recording a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material.
−Removed: We determine if an arrangement is a lease at inception.
−Removed: Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.
−Removed: Leases with an initial term of 12 months or less are not recorded on the balance sheet;
−Removed: we recognize short-term lease expense for these leases on a straight-line basis over the lease term.
−Removed: Finance leases are included in other assets, other current liabilities, and other long-term liabilities on our consolidated balance sheets.
−Removed: Lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.
−Removed: The lease term includes renewal options that we are reasonably certain of exercising as of the commencement date.
−Removed: None of the lease terms used to calculate the future minimum lease payments at commencement date include renewal options.
−Removed: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.
−Removed: The incremental borrowing rate for our leases is determined based on lease term and currency in which lease payments are made, adjusted for impacts of collateral.
−Removed: Lease assets also includes any lease payments made and excludes lease incentives and initial direct costs incurred.
−Removed: Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
−Removed: Finance lease assets are amortized over the shorter of the lease term or the asset’s estimated useful life.
−Removed: Our facilities and equipment operating leases have lease and non-lease components and we have made a policy election to account for the lease and non-lease components as a single lease component.
−Removed: Through December 31, 2018, the leases were reviewed for classification as operating, capital or build-to-suit leases.
−Removed: For operating leases, rent was recognized on a straight-line basis over the lease period.
−Removed: For capital leases, we recorded the leased asset in property and equipment, net, with the related amortization of the capital lease asset recorded in depreciation expense, and we recorded a corresponding liability for principal and interest.
−Removed: Payments were recorded as reductions to these liabilities with interest being charged to interest expense in our consolidated statements of operations and comprehensive loss.
−Removed: We analyzed the nature of the renovations and our involvement during the construction period of our manufacturing facility and determined that we were the deemed “owner” of the construction project during the construction period.
−Removed: As a result, we were required to capitalize the fair value of the building as well as the construction costs incurred on our consolidated balance sheet along with a corresponding financing liability for landlord-paid construction costs (i.e., “build-to-suit” accounting).
−Removed: Once construction was complete, the Company considered the requirements for sale-leaseback accounting treatment, including evaluating whether all risks of ownership have been transferred back to the landlord, as evidenced by a lack of continuing involvement in the leased property.
−Removed: Since the arrangement did not qualify for sale-leaseback accounting treatment, the building asset remained on the Company’s consolidated balance sheets at its historical cost, and such asset was depreciated over its estimated useful life.
−Removed: The Company bifurcated its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built.
−Removed: The portion of the lease payments allocated to the land was treated for accounting purposes as operating lease payments, and therefore was recorded as rent expense in the consolidated statements of operations and comprehensive loss.
−Removed: The portion of the lease payments allocated to the building was further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the build-to-suit lease obligation.
−Removed: The initial recording of these assets and liabilities were classified as non-cash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.
−Removed: The build-to-suit asset and corresponding lease obligation was derecognized upon adoption of the new lease standard as we did not control the building during the construction period.
−Removed: See Note 8 for further information.
−Removed: Asset Retirement Obligations (“ARO”)
−Removed: ARO are legal obligations associated with the retirement of long-lived assets pertaining to leasehold improvements.
−Removed: These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability.
−Removed: Asset retirement costs are subsequently depreciated over the useful lives of the related assets.
−Removed: Subsequent to initial recognition, the Company records period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows.
−Removed: The Company derecognizes ARO liabilities when the related obligations are settled.
Foreign Currency
42 unchanged sentences
To date, there have been no such impairment losses.
−Removed: Stock-Based Compensation Expense
−Removed: We account for stock-based compensation expense, including the expense of restricted common stock awards (“RSAs”), grants of restricted stock units (“RSUs”), and stock options that may be settled in shares of our common stock, based on the fair values of the equity instruments issued.
−Removed: The fair value is determined on the measurement date, which is generally the date of grant.
−Removed: The fair value for our RSAs is their intrinsic value, which is the difference between the fair value of the underlying stock at the measurement date and the purchase price.
−Removed: The fair value of our RSUs is the fair value of the underlying stock at the measurement date.
−Removed: The fair value for our stock option awards is determined at the grant date using the Black-Scholes valuation model.
−Removed: For awards with performance-based vesting criteria, we assess the probability of the achievement of the performance conditions at the end of each reporting period and begin to recognize the share-based compensation costs when it becomes probable that the performance conditions will be met.
−Removed: For awards that are subject to both service and performance conditions, no expense is recognized until it is probable that performance conditions will be met.
−Removed: Stock-based compensation expense for awards with time-based vesting criteria is recognized as expense on a straight-line basis over the requisite service period.
−Removed: Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.
−Removed: Key assumptions used in the Black-Scholes valuation model used for employee stock awards include:
−Removed: Expected term – We derived the expected term using the “simplified” method (the expected term is determined as the average of the time-to-vesting and the contractual life of the options), as we have limited historical information to develop expectations about future exercise patterns and post vesting employment termination behavior.
−Removed: Expected volatility – Expected volatility is estimated using comparable public companies’ volatility for similar terms.
−Removed: Expected dividend – We have not historically declared or paid dividends to our stockholders and have no plans to pay dividends;
−Removed: therefore, we assumed an expected dividend yield of 0 %.
−Removed: Risk-free interest rate – The risk-free interest rate is based on the yield on U.S.
−Removed: Treasury securities with the expected term of the associated award.
−Removed: The fair value of our common stock is based on observable market prices.
−Removed: We account for forfeitures of stock-based awards as they occur.
+Added: Asset Retirement Obligations (“ARO”)
+Added: ARO are legal obligations associated with the retirement of long-lived assets pertaining to leasehold improvements.
+Added: These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability.
+Added: Asset retirement costs are subsequently depreciated over the useful lives of the related assets.
+Added: Subsequent to initial recognition, the Company records period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows.
+Added: The Company derecognizes ARO liabilities when the related obligations are settled.
+Added: We determine if an arrangement is a lease at inception in accordance with Accounting Standards Update (“ASU”) No.
+Added: 2016-02, Leases (Topic 842) .
+Added: Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.
+Added: Leases with an initial term of 12 months or less are not recorded on the balance sheet;
+Added: we recognize short-term lease expense for these leases on a straight-line basis over the lease term.
+Added: Finance leases are included in other assets, other current liabilities, and other long-term liabilities on our consolidated balance sheets.
+Added: Lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.
+Added: The lease term includes renewal options that we are reasonably certain of exercising as of the commencement date.
+Added: None of the lease terms used to calculate the future minimum lease payments at commencement date include renewal options.
+Added: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.
+Added: The incremental borrowing rate for our leases is determined based on lease term and currency in which lease payments are made, adjusted for impacts of collateral.
+Added: Lease assets also includes any lease payments made and excludes lease incentives and initial direct costs incurred.
+Added: Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
+Added: Finance lease assets are amortized over the shorter of the lease term or the asset’s estimated useful life.
+Added: Our facilities and equipment operating leases have lease and non-lease components and we have made a policy election to account for the lease and non-lease components as a single lease component.
Revenue Recognition
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Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes.
−Removed: Determining the transaction price requires significant judgment, which is discussed in further detail for our research and license agreement in Note 7.
−Removed: Our research and license agreement did not contain a significant financing component.
+Added: Determining the transaction price requires significant judgment, which is discussed in further detail for our out-license agreements in Note 7.
+Added: Our out-license agreements do not contain a significant financing component.
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
4 unchanged sentences
Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by our performance, (ii) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced or (iii) our performance does not create an asset with an alternative use to the entity and we have an enforceable right to payment for performance completed to date.
−Removed: If we do not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring control of a promised good or service to a customer.
We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.
−Removed: As of December 31, 2020 , our deferred revenue is related to the Bayer License Agreement, which is within the scope of ASC 606.
−Removed: A s discussed in further detail in Note 7 , the terms of this arrangement include potential payments to us for the following:
+Added: If we do not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring control of a promised good or service to a customer.
+Added: As of December 31, 2021, our deferred revenue is related to the Bayer Agreements and the Pierre Fabre Commercialization Agreement, which are both within the scope of ASC 606.
+Added: As discussed in further detail in Note 7, the terms of these arrangements include potential payments to us for some or all of the following:
nonrefundable, upfront fees;
2 unchanged sentences
and royalties on the net sales of licensed products.
−Removed: T hese payments relate to promised goods or services for which revenue will be recognized upon our satisfaction of the underlying performance obligations .
+Added: These payments relate to promised goods or services for which revenue will be recognized upon our satisfaction of the underlying performance obligations.
Licenses of intellectual property :
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For licenses that are combined with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.
+Added: Upfront payments :
+Added: Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the we have satisfied our obligations under these arrangements.
Milestone payments :
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At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint and, if necessary, adjusts its estimate of the overall transaction price.
−Removed: Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and license revenues and the consolidated statements of operations and comprehensive loss in the period of adjustment.
+Added: Any such adjustments are recorded on a cumulative catch-up basis, which would affect license and collaboration revenues and the consolidated statements of operations and comprehensive loss in the period of adjustment.
For arrangements that include sales-based royalties, including milestone payments based on levels of sales, if the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied.
−Removed: To date, we have not recognized any royalty revenue resulting from the Bayer License Agreement.
−Removed: We receive payments from our customer based on billing schedules established in each contract.
−Removed: Our contract liabilities consist of deferred revenue.
−Removed: Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the we have satisfied our obligations under these arrangements.
+Added: To date, we have not recognized any royalty revenue resulting from our out-licensing agreements.
Certain judgments affect the application of our revenue recognition policy.
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Contract Balances
−Removed: Customer payments are recorded as deferred revenue upon receipt or when invoiced and may require deferral of revenue recognition to a future period until we satisfy its performance obligations under these arrangements.
+Added: We receive payments from our customers based on billing schedules established in each contract.
Amounts payable to us are recorded as accounts receivable when our right to consideration is unconditional.
+Added: Our contract liabilities consist of deferred revenue.
+Added: Stock-Based Compensation Expense
+Added: We account for stock-based compensation expense, including the expense of restricted common stock awards (“RSAs”), grants of restricted stock units (“RSUs”), and stock options that may be settled in shares of our common stock, based on the fair values of the equity instruments issued.
+Added: The fair value is determined on the measurement date, which is generally the date of grant.
+Added: The fair value of our RSUs is measured at the closing market price of our common stock on the measurement date.
+Added: The fair value for our stock option awards is determined at the grant date using the Black-Scholes valuation model.
+Added: For awards with performance-based vesting criteria, we assess the probability of the achievement of the performance conditions at the end of each reporting period and begin to recognize the share-based compensation costs when it becomes probable that the performance conditions will be met.
+Added: For awards that are subject to both service and performance conditions, no expense is recognized until it is probable that performance conditions will be met.
+Added: Stock-based compensation expense for awards with time-based vesting criteria is recognized as expense on a straight-line basis over the requisite service period.
+Added: Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.
+Added: Key assumptions used in the Black-Scholes valuation model used for employee stock awards include:
+Added: Expected term – We derived the expected term using the “simplified” method (the expected term is determined as the average of the time-to-vesting and the contractual life of the options), as we have limited historical information to develop expectations about future exercise patterns and post vesting employment termination behavior.
+Added: Expected volatility – Prior to 2021, expected volatility was estimated using comparable public companies’ volatility for similar terms.
+Added: Beginning in 2021, volatility is estimated using an average of Atara’s historical volatility and comparable public companies’ volatility for similar terms.
+Added: Expected dividend – We have not historically declared or paid dividends to our stockholders and have no plans to pay dividends;
+Added: therefore, we assumed an expected dividend yield of 0 %.
+Added: Risk-free interest rate – The risk-free interest rate is based on the yield on U.S.
+Added: Treasury securities with the expected term of the associated award.
+Added: The fair value of our common stock is measured at the closing market price on the measurement date.
+Added: We account for forfeitures of stock-based awards as they occur.
Research and Development Expense
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Under the plan, employees may contribute up to the statutory allowable amount for any calendar year.
−Removed: Beginning in 2019, we make matching contributions, equal to 50 % of each dollar contributed up to the first 6 % of an individual’s eligible earnings, up to the annual IRS maximum.
−Removed: For the years ended December 31, 2020 and 2019, we recorded matching contributions of approximately $ 2.1 million and $ 1.6 million, respectively.
+Added: We make matching contributions, equal to 50 % of each dollar contributed up to the first 6 % of an individual’s eligible earnings, up to the annual IRS maximum.
+Added: For the years ended December 31, 2021, 2020, and 2019 we recorded matching contributions of approximately $ 2.6 million, $ 2.1 million, and $ 1.6 million, respectively.
Other Current Liabilities
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Recent Accounting Pronouncements
−Removed: The Company considers the applicability and impact of any ASUs issued by the Financial Accounting Standards Board (“FASB”).
−Removed: Other than the ASUs we adopted effective January 1, 2020 and listed below, all other ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.
−Removed: Adoption of New Accounting Pronouncements
−Removed: We adopted ASU No.
−Removed: 2016-13 (as amended by ASUs 2018-19, 2019-04, 2019-05 and 2019-11), Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments , prospectively on January 1, 2020 .
−Removed: Under this new guidance, a company is required to estimate credit losses on certain types of financial instruments using an expected-loss model, replacing the current incurred-loss model, and record the estimate through an allowance for credit losses.
−Removed: We do not hold material amounts of the types of financial instruments impacted by this guidance on our balance sheet.
−Removed: The guidance also establishes a new impairment model for available-for-sale debt securities.
−Removed: The adoption did not have a material impact on our consolidated balance sheet or our consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019 and 2018.
−Removed: We adopted ASU No.
−Removed: 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
−Removed: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , effective January 1, 2020 , electing a prospective adoption method.
−Removed: The new standard requires that certain implementation costs for cloud computing arrangements are capitalized and amortized over the term of associated hosted cloud computing arrangement service.
−Removed: Capitalized implementation costs are classified in prepaid expenses and other assets.
−Removed: The amortization of the capitalized asset is presented in the same line on the statement of operations and comprehensive loss as the fees for the associated hosted cloud computing arrangement service and not included with depreciation or amortization expense related to property and equipment or intangible assets.
−Removed: Cash flows related to capitalized implementation costs are presented in cash flows used in operating activities.
−Removed: The adoption did not have a material impact on our consolidated balance sheet or our consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019 and 2018.
−Removed: We adopted ASU No.
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes , as of January 1, 2020 , which eliminates certain exceptions related to the general principles in ASC 740 and makes amendments to other areas with the intention of simplifying various aspects related to accounting for income taxes.
−Removed: The provisions of the ASU that are applicable to Atara are applied on a prospective basis.
−Removed: The adoption did not have a material impact on our consolidated balance sheet or our consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019 and 2018.
+Added: We consider the applicability and impact of any recent ASU issued by the Financial Accounting Standards Board (“FASB”).
+Added: Based on our assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements.
Net Loss per Common Share
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Asset-backed securities
−Removed: Certificate of deposit
Total available-for-sale securities
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Depreciation and amortization expense was $ 9.3 million, $ 8.3 million and $ 7.1 million for the years ended December 31, 2021 , 2020 and 2019 , respectively.
−Removed: License, Collaboration and Manufacturing Agreements
−Removed: MSK Agreements – In June 2015, we entered into an exclusive license agreement with MSK for three clinical stage T-cell therapies.
−Removed: We are required to make payments of up to $ 33.0 million to MSK based on achievement of specified regulatory and sales-related milestones, as well as mid-single-digit percentage tiered royalty payments based on future sales of products resulting from the development of the licensed product candidates, if any.
+Added: In-license and Manufacturing Agreements
+Added: MSK Agreements
+Added: In June 2015, we entered into an exclusive license agreement with MSK for three clinical stage T-cell therapies.
+Added: We are required to make payments to MSK based on achievement of specified regulatory and sales-related milestones, as well as mid-single-digit percentage tiered royalty payments based on future sales of products resulting from the development of the licensed product candidates, if any.
In addition, under certain circumstances, we are required to make certain minimum annual royalty payments to MSK, which are creditable against earned royalties owed for the same annual period.
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In May and December 2018, we licensed additional technology from MSK.
−Removed: In connection with the effectiveness of the December 2018 license agreement, we made upfront cash payments of $ 12.5 million in first quarter of 2019, which were recorded as research and development expense in our consolidated statement of operations and comprehensive loss in the fourth quarter of 2018.
We are obligated to make additional milestone payments based on achievement of specified development, regulatory and sales-related milestones as well as mid-single-digit percentage tiered royalty payments based on future sales of products resulting from the development of the licensed product candidates, if any.
−Removed: QIMR Berghofer Agreements – In October 2015, we entered into an exclusive license agreement and a research and development collaboration agreement with QIMR Berghofer.
+Added: In March 2021, we amended and restated our license agreement with MSK to:
+Added: (i) terminate our license to certain rights related to WT1 and cytomegalovirus (“CMV”);
+Added: and (ii) license additional know-how rights not otherwise covered by our existing agreements.
+Added: QIMR Berghofer Agreements
+Added: In October 2015, we entered into an exclusive license agreement and a research and development collaboration agreement with QIMR Berghofer.
Under the terms of the license agreement, we obtained an exclusive, worldwide license to develop and commercialize allogeneic T-cell therapy programs utilizing technology and know-how developed by QIMR Berghofer.
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Under the amended and restated agreements, we obtained an exclusive, worldwide license to develop and commercialize additional T-cell programs, as well as the option to license additional technology that we exercised in June 2018.
−Removed: We further amended and restated our license agreement and research and development collaboration agreements with QIMR Berghofer in August 2019 to terminate our license to certain rights related to cytomegalovirus and again in August 2020 to terminate our license to certain rights related to BK polyomavirus and JC polyomavirus.
+Added: We further amended and restated our license agreement and research and development collaboration agreements with QIMR Berghofer in August 2019 to terminate our license to certain rights related to CMV and again in August 2020 to terminate our license to certain rights related to BK polyomavirus and JC polyomavirus.
Our current license agreement also provides for various milestone and royalty payments to QIMR Berghofer based on future product sales, if any.
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The agreement also provides for various milestone payments to QIMR Berghofer based on achievement of certain developmental and regulatory milestones.
+Added: Other In-license and Collaboration Agreements
From time to time, we have entered into other license and collaboration agreements with other parties.
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As of December 31, 2021 and 2020, there were no outstanding obligations for milestones and royalties under our license and collaboration agreements.
−Removed: Cognate Agreement – In December 2019, we entered into a Commercial Manufacturing Services Agreement (the “Manufacturing Agreement”) with Cognate Bioservices, Inc.
+Added: Cognate Manufacturing Agreement – In December 2019, we entered into a Commercial Manufacturing Services Agreement (the “Manufacturing Agreement”) with Cognate Bioservices, Inc.
Pursuant to the Manufacturing Agreement, Cognate provides manufacturing services for certain of our product candidates.
−Removed: The initial term of the Manufacturing Agreement is from January 1, 2020 until December 31, 2021 and is renewable with Cognate’s approval for an additional one-year period.
+Added: The initial term of the Manufacturing Agreement, as amended, runs until May 31, 2022.
We may terminate the Manufacturing Agreement for convenience on six months’ written notice to Cognate, or immediately if Cognate is unable to perform the services under the Manufacturing Agreement or fails to obtain or maintain certain necessary approvals.
+Added: Out-license Agreements
+Added: Bayer Agreements
Research, Development and License Agreement
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Bayer will also be solely responsible for commercializing the Licensed Products at its cost.
−Removed: In December 2020, we received an upfront cash payment of $ 45.0 million from Bayer for the exclusive license grant, net of applicable withholding taxes, which we believe are recoverable, and an additional $ 15.0 million upfront reimbursement payment for certain research and process development activities to be performed by us.
−Removed: We are also entitled to receive (i) up to an additional $ 5.0 million for additional, specified translational activities under the Bayer License Agreement, of which we have invoiced $ 1.3 million, and (ii) an aggregate of up to $ 610.0 million in milestone payments upon achieving certain development, regulatory and commercial milestones relating to the Licensed Products.
+Added: In December 2020, we received an upfront cash payment of $ 45.0 million from Bayer for the exclusive license grant, net of applicable withholding taxes, which were fully recovered in August 2021, and an additional $ 15.0 million upfront reimbursement payment for certain research and process development activities to be performed by us.
+Added: We are also entitled to receive (i) up to $ 5.0 million for additional, specified translational activities under the Bayer License Agreement, of which we have invoiced $ 1.3 million, and (ii) an aggregate of up to $ 610.0 million in milestone payments upon achieving certain development, regulatory and commercial milestones relating to the Licensed Products.
In addition, we are eligible to receive from Bayer tiered royalties at percentages up to low double digits on worldwide net product sales of the Licensed Products on a country-by-country and product-by-product basis until the later of 12 years after the first commercial sale in such country or the expiration of specified patent rights in such country, subject to certain reductions and aggregate minimum floors.
−Removed: We will negotiate a separate manufacturing and supply agreement with Bayer for us to manufacture allogeneic mesothelin-directed CAR T-cell therapies for Bayer to use in clinical trials at a price based on our costs plus a margin, which is consistent with our standalone selling price.
Bayer and we have formed a joint steering committee (“JSC”) that will provide oversight, decision making and implementation guidance regarding the collaboration activities covered under the agreement.
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Accordingly, we determined that these promises should be combined into a single performance obligation.
−Removed: Under the Bayer License Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 45.0 million upfront payment for the license, $ 15.0 million for certain research and process development activities and the $ 5.0 million for additional specified translational activities, to be billed based on certain criteria being met, constituted the entire consideration to be included in the transaction price at the outset of the arrangement, and this amount was allocated to the single performance obligation.
+Added: The transaction price at inception consisted of a $ 45.0 million upfront payment for the license, $ 15.0 million for certain research and process development activities and the $ 5.0 million for additional specified translational activities, and this amount was allocated to the single performance obligation.
The potential development and commercial milestone payments that we are eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the probability of achievement.
1 unchanged sentence
We will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust our estimate of the transaction price.
−Removed: We will utilize a cost-based input method to measure its progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period, as we determined the cost-based input method to be the best measure of progress, as other measures do not reflect how we transfer our performance obligation to Bayer.
−Removed: In applying the cost-based input method of revenue recognition, revenue will be recognized based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation.
−Removed: A cost-based input method of revenue recognition requires us to make estimates of costs to complete our performance obligation.
−Removed: In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates.
−Removed: The cumulative effect of revisions to estimated costs to complete our performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated.
−Removed: Revenue associated with the combined performance obligation is being recognized over the initial estimated contract term of three years.
−Removed: The transfer of control occurs over this time period and, in our judgment, is the best measure of progress towards satisfying the performance obligation.
−Removed: A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods.
−Removed: During the year ended December 31, 2020, we did no t recognize any revenue under Bayer License Agreement.
−Removed: Deferred revenue related to the agreement with Bayer amounted to $ 61.3 million as of December 31, 2020, of which $ 33.5 million is included in current liabilities and $ 27.8 million is included in long-term liabilities, is expected to be recognized over the next three years .
−Removed: No development or sales-based milestone payments were received during the year ended December 31, 2020.
−Removed: We lease our corporate headquarters in South San Francisco, California under a non-cancellable lease agreement that expires in May 2022 and for which we have an option to extend the lease for an additional five years .
−Removed: In connection with the lease, we are required to maintain a letter of credit in the amount of $ 0.2 million to the landlord, which expires and is renewed every 12 months, and is classified as restricted cash in our consolidated balance sheet.
−Removed: In November 2018, we entered into a lease agreement for additional office space in Thousand Oaks, California that expires in February 2026 and for which we have the option to extend the lease for an additional period of five years after the initial term.
−Removed: Additionally, we entered into a new lease for our office and lab space in Aurora, Colorado, effective May 2019, that expires in April 2024 .
+Added: Technology Transfer Agreement
+Added: In March 2021, we entered into a Technology Transfer Agreement with Bayer (the “Bayer Tech Transfer Agreement”), which was contemplated as part of the Bayer License Agreement, to transfer to Bayer the ATA3271 manufacturing process being developed as part of the CMC services in the Bayer License Agreement.
+Added: Upon entering into the agreement, we invoiced Bayer 20 percent of the total fee of $ 15.3 million under the Bayer Tech Transfer Agreement, or $ 3.1 million, which we received in the second quarter of 2021 and invoiced 40 percent of the total fee, or $ 6.1 million, in January 2022.
+Added: The remainder of the fee will be billed as follows:
+Added: (i) 20 percent in January 2023 and (ii) 20 percent upon the technology transfer completion .
+Added: We assessed this arrangement in accordance with ASC 606 and concluded that the promises in the Bayer Tech Transfer Agreement represent transactions with a customer.
+Added: We concluded that the Bayer Tech Transfer Agreement should be combined with the Bayer License Agreement and accounted for as a modification of that agreement and that the Bayer Tech Transfer Agreement contains the following promises:
+Added: (i) technology transfer services and (ii) supply of materials required for the technology transfer services.
+Added: In accordance with ASC 606, we determined that the technology transfer services and supply of materials required for the technology transfer services were not distinct from each other, as they are highly interdependent upon one another.
+Added: In addition, we concluded that the technology transfer services and supply of materials required for the technology transfer services were highly interdependent with the license, early-stage R&D and CMC services identified in the Bayer License Agreement.
+Added: Accordingly, we determined that these promises should be combined into a single performance obligation.
+Added: Under the Bayer Tech Transfer Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 15.3 million fee constituted the entire consideration to be included in the transaction price, and this amount was allocated to the single performance obligation as identified under the Bayer License Agreement.
+Added: We utilize a cost-based input method to recognize revenue based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation.
+Added: Manufacturing and Supply Agreement
+Added: In March 2021, we entered into a Manufacturing and Supply Agreement with Bayer (the “Bayer Manufacturing Agreement”), which was contemplated as part of the Bayer License Agreement, to manufacture Phase 1 and 2 allogeneic mesothelin-directed CAR T-cell therapies for Bayer to use in clinical trials at a price based on our costs plus a reasonable margin, which is consistent with our standalone selling price.
+Added: Under the Bayer Manufacturing Agreement, we will also provide storage and distribution services to Bayer at a price that is consistent with our standalone selling price for these services.
+Added: Upon entering into the Bayer Manufacturing Agreement, Bayer submitted, and we approved, a binding purchase order for manufacturing services and storage services.
+Added: Any fees for the manufacturing services will be invoiced as follows:
+Added: (i) 50 percent upon written acceptance by us of the binding purchase order, and (ii) the remainder upon delivery of the certification of analysis of such lots to Bayer.
+Added: Storage and distribution services are billed monthly as those services are provided to Bayer.
+Added: In March 2021, we invoiced Bayer 50 percent of the total estimated supply price of $ 13.1 million for manufacturing services under the initial purchase order for the supply of six lots, or $ 6.6 million, which we received in the second quarter of 2021.
+Added: The remainder of the supply price will be billed upon the release of the lots ordered by Bayer.
+Added: We assessed this arrangement in accordance with ASC 606 and concluded that the promises in the manufacturing and supply agreement represent transactions with a customer.
+Added: We concluded that the Bayer Manufacturing Agreement contains the following promises:
+Added: (i) manufacturing services;
+Added: (ii) storage services provided on a month-to-month basis;
+Added: and (iii) distribution services.
+Added: In accordance with ASC 606, we determined that the manufacturing services for the initial purchase order of six lots, that are expected to be provided prior to completion of the technology transfer, are not distinct as they are highly interdependent on the manufacturing process being developed and transferred under the Bayer License Agreement and the Bayer Tech Transfer Agreement.
+Added: Accordingly, we determined that these promises should be combined into a single performance obligation.
+Added: We also determined that each of the other services were distinct and separate performance obligations.
+Added: We determined that the initial binding order for the manufacture and supply of six lots should be combined with the Bayer License Agreement and accounted for as a modification of that agreement along with the Bayer Tech Transfer Agreement.
+Added: We also concluded that a binding purchase order from Bayer, together with the Bayer Manufacturing Agreement, form the contract for manufacturing services and storage services and a shipping order from Bayer forms the contract for distribution services.
+Added: We also determined that the storage services provided on a month-to-month basis and distribution services are distinct and separate performance obligations.
+Added: All the performance obligations identified above are priced at their standalone selling price.
+Added: Under the Bayer Manufacturing Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 13.1 million fee constituted the entire consideration to be included in the transaction price, and this amount was allocated to the single performance obligation as identified under the Bayer License Agreement.
+Added: Revenue for the manufacturing services for the initial six lots will be recognized based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation.
+Added: Revenue for the storage services will be recognized over time as those services are provided.
+Added: Revenue for the distribution services will be recognized at a point in time when the product is delivered to a clinical site designated by Bayer.
+Added: Bayer Revenue Recognition
+Added: We utilize a cost-based input method to recognize revenue based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation.
+Added: For the year ended December 31, 2021, we recognized license and collaboration revenue of $ 19.8 million under the Bayer License Agreement, Bayer Tech Transfer Agreement and Bayer Manufacturing Agreement, collectively, the Bayer Agreements.
+Added: We did no t recognize any license and collaboration revenue in 2020 under Bayer License Agreement.
+Added: Deferred revenue related to the Bayer Agreements aggregated to $ 51.5 million and $ 61.3 million as of December 31, 2021 and 2020, respectively.
+Added: Of the $ 51.5 million of deferred revenue as of December 31, 2021, $ 40.8 million is included in current liabilities and $ 10.7 million is included in long-term liabilities.
+Added: This revenue is expected to be recognized over approximately the next three years .
+Added: No development or sales-based milestone payments have been earned or received through December 31, 2021.
+Added: Pierre Fabre Commercialization Agreement
+Added: In October 2021, we entered into the Pierre Fabre Commercialization Agreement, pursuant to which, we granted to Pierre Fabre an exclusive, field-limited license to commercialize and distribute tab-cel ® in Europe and select emerging markets in the Middle East, Africa, Eastern Europe and Central Asia (the “Territory”) following regulatory approval.
+Added: Atara will retain full rights to tab-cel ® in other major markets, including North America, Asia Pacific and Latin America.
+Added: We are responsible at our cost for the conclusion of the ongoing Phase 3 ALLELE clinical study and the Phase 2 multi-cohort clinical study.
+Added: We will also be responsible at our cost for certain other activities directed to obtaining regulatory approval for tab-cel ® for EBV-positive lymphoproliferative disease pursuant to the terms of the Pierre Fabre Commercialization Agreement in Europe and the UK.
+Added: Pierre Fabre will be responsible at its cost for obtaining and maintaining all other regulatory approvals and for commercialization and distribution of tab-cel ® in the Territory.
+Added: We will own any intellectual property rights developed solely by us under the Agreement.
+Added: Pierre Fabre paid us an upfront cash payment of $ 45.0 million for the exclusive license grant in October 2021.
+Added: We are also entitled to receive an aggregate of up to $ 318.0 million in milestone payments upon achieving certain regulatory and commercial milestones.
+Added: In addition, we are eligible to receive double-digit tiered royalties as a percentage of net sales of tab-cel ® until the later of 12 years after the first commercial sale in such country, the expiration of specified patent rights, or the expiration of all regulatory exclusivity for such product on a country-by-country basis.
+Added: We will negotiate a separate manufacturing and supply agreement with Pierre Fabre for us to manufacture tab-cel ® for Pierre Fabre to use in the Territory based on a fixed price until January 1, 2024 and cost plus a margin post January 1, 2024.
+Added: We are responsible for manufacturing and supplying Pierre Fabre with tab-cel ® for commercialization in the Territory at Pierre Fabre’s cost for a minimum of seven years .
+Added: Following this period, we have the option to transfer the related manufacturing technology to Pierre Fabre.
+Added: We are also responsible for cell selection services at our cost until January 1, 2024 unless the parties agree to transfer the related cell selection technology to Pierre Fabre prior to this date.
+Added: From January 1, 2024 onwards, if we agree to continue to provide cell selection services, it shall be at the sole expense of Pierre Fabre.
+Added: Pierre Fabre and we have formed a joint steering committee (“JSC”) that will provide oversight, decision making and implementation guidance regarding the commercialization activities covered under the agreement.
+Added: We assessed this arrangement in accordance with ASC 606 and concluded that the promises in the Pierre Fabre Commercialization Agreement represent transactions with a customer.
+Added: We concluded that the Pierre Fabre Commercialization Agreement includes transfer of intellectual property rights in the form of a license, the potential to manufacture and supply tab-cel ® for a minimum of seven years and until tech transfer, the potential to perform cell-selection services for a minimum of three years and until tech transfer, and obligation to participate in the JSC.
+Added: We concluded that the promises are not distinct because Pierre Fabre cannot benefit from the license without the other services and vis versa.
+Added: Consequently, the license, manufacture and supply, cell selection and participation in the JSC is a single performance obligation.
+Added: Under the Pierre Fabre Commercialization Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 45 million upfront payment, constituted the entire consideration to be included in the transaction price at the outset of the arrangement.
+Added: Revenue associated with the upfront fee for the single performance obligation will be deferred until the initial delivery of services related to the manufacture and supply and cell selection and then recognized over the contract performance period.
+Added: We did no t recognize any of the $ 45.0 million upfront payment as revenue in 2021.
+Added: All of the $ 45.0 million of deferred revenue as of December 31, 2021 is included in long-term liabilities.
+Added: The potential development and commercial milestone payments that we are eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the probability of achievement.
+Added: None of the future royalty and sales-based milestone payments were included in the transaction price, as the potential payments represent sales-based consideration.
+Added: We will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust our estimate of the transaction price.
+Added: No development or commercial milestone payments have been earned or received through December 31, 2021.
+Added: We lease our corporate headquarters in South San Francisco, California under a non-cancellable lease agreement.
+Added: In December 2021, we entered into a second amendment with the landlord to extend the lease term through May 2025 .
+Added: The amended lease agreement does not include an option to extend the lease term.
+Added: In connection with the amended lease, we are required to maintain a letter of credit in the amount of $ 0.1 million to the landlord, a decrease of $ 0.1 million from the prior lease agreement, and which expires and is renewed every 12 months, and is classified as restricted cash in our consolidated balance sheet.
+Added: As of December 31, 2021, we were still working to update our letter of credit and continued to report an amount of $ 0.2 million as restricted cash related to this letter of credit on our consolidated balance sheet.
+Added: I n March 2021, we entered into a new lease agreement for approximately 33,659 square feet of office, lab and warehouse space in Thousand Oaks, California.
+Added: During the third quarter of 2021, the initial 10.5 -year lease term commenced, upon substantial completion of the landlord’s work as defined under the agreement.
+Added: The contractual obligations during the initial lease term are $ 21.0 million in aggregate.
+Added: Base rent is subject to annual increase of 3 % with each annual anniversary of the rent commencement date.
+Added: We have the option to extend this lease for two additional five-year periods after the initial term.
In February 2017, we entered into a lease agreement for approximately 90,580 square feet of office, lab and cellular therapy manufacturing space in Thousand Oaks, California.
3 unchanged sentences
In connection with the lease, we were required to issue a letter of credit in the amount of $ 1.2 million to the landlord, which is recorded as long-term restricted cash in our consolidated balance sheet.
−Removed: Based on the terms of the lease agreement and on our involvement in certain aspects of the construction, we were deemed the owner of the building during the construction period in accordance with U.S.
−Removed: GAAP in effect prior to January 1, 2019.
−Removed: Under this build-to-suit lease arrangement, we recognized construction in progress based on all construction costs incurred by both us and the landlord.
−Removed: We also recognized a financing obligation equal to all costs funded by the landlord.
−Removed: Due to completion of the construction by the landlord and not having met the criteria for sale-lease back accounting, we transferred the $ 10.3 million of landlord’s construction costs previously capitalized as construction in progress to a build-to-suit asset, and recognized a corresponding long-term financing obligation for the same amount in long-term liabilities in our consolidated balance sheets.
−Removed: In addition, we recorded $ 0.3 million of capitalized interest during the construction period through December 31, 2018.
−Removed: A portion of the monthly lease payment was allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to rent of the building was applied to the lease financing liability.
−Removed: Further, we recorded ground lease expense of $ 0.4 million for the year ended December 31, 2018 in our consolidated statement of operations and comprehensive loss, representing the estimated cost of renting the land during the construction period.
−Removed: Due to the adoption of ASU No.
−Removed: 2016-02, Leases (Topic 842), no ground lease expense was recognized for the years ended December 31, 2020 and 2019.
+Added: In November 2018, we entered into a lease agreement for additional office space in Thousand Oaks, California that expires in February 2026 and for which we have the option to extend the lease for an additional period of five years after the initial term.
+Added: Additionally, in 2021, we entered into an amended lease agreement for our office and lab space in Aurora, Colorado, to add additional lab space.
+Added: Incremental contractual obligations under the lease amendment are $ 0.2 million, and the lease term continues to expire in April 2024 .
The maturities of lease liabilities under our operating and finance leases as of December 31, 2021 were as follows:
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December 31, 2020
+Added: December 31, 2019
(in thousands)
+Added: (in thousands)
Operating lease cost:
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Total finance lease cost
−Removed: Rent expense under operating leases for the year ended December 31, 2018 was $ 2.2 million.
Other information related to leases was as follows:
1 unchanged sentence
December 31, 2020
+Added: December 31, 2019
(in thousands, except lease term and discount rate)
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Equity Offerings
−Removed: In January 2018, we completed an underwritten public offering of 7,675,072 shares of common stock at an offering price of $ 18.25 per share and received net proceeds of $ 131.4 million, after deducting underwriting discounts and commissions and offering expenses payable by us.
−Removed: Further, in March 2018, we completed an underwritten public offering of 4,928,571 shares of common stock at an offering price of $ 35.00 per share and received net proceeds of $ 161.9 million, after deducting underwriting discounts and commissions and offering expenses payable by us.
In July 2019, we issued and sold 6,871,727 shares of common stock at a public offering price of $ 15.28 per share and pre-funded warrants to purchase 2,945,026 shares of common stock at an offering price of $ 15.2799 per warrant in an underwritten public offering pursuant to a shelf registration on Form S-3.
−Removed: The gross proceeds from this public offering were $ 150.0 million, resulting in aggregate net proceeds of $ 140.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us.
+Added: The gross proceeds from this offering were $ 150.0 million, resulting in aggregate net proceeds of $ 140.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us.
Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $ 0.0001 per share and expires seven years from the date of issuance.
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Upon at least 61 days’ prior notice to us by the holder, any holder may increase or decrease the Maximum Ownership Percentage to any other percentage not to exceed 19.99 %.
−Removed: As of December 31, 2020, 2,888,526 of the pre-funded warrants from the July 2019 underwritten public offering were outstanding.
+Added: As of December 31, 2021, 2,888,526 of the pre-funded warrants from the July 2019 offering were outstanding.
In the second quarter of 2020, we issued and sold 12,633,039 shares of common stock at a public offering price of $ 11.32 per share and pre-funded warrants to purchase 2,866,961 shares of common stock at a public offering price of $ 11.3199 per warrant in an underwritten public offering pursuant to a shelf registration on Form S-3.
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ATM Facilities
−Removed: In March 2017, we entered into a sales agreement (the “2017 ATM Facility”) with Cowen and Company, LLC (“Cowen”), which provided for the sale, in our sole discretion, of shares of our common stock, in the aggregate offering price of up to $ 75.0 million through Cowen, as our sales agent.
−Removed: We paid a commission of up to 3.0 % of the gross sales proceeds of any common stock sold under the 2017 ATM Facility.
−Removed: In February 2019, we terminated the 2017 ATM Facility and entered into a new sales agreement (the “2019 ATM Facility”) with Cowen, which provided for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent.
+Added: In February 2019, we entered into a sales agreement (the “2019 ATM Facility”) with Cowen, which provided for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent.
We paid a commission of up to 3.0 % of gross sales proceeds of the common stock sold under the 2019 ATM Facility.
−Removed: In February 2020, we entered into a new sales agreement (the “2020 ATM Facility”) with Cowen, which provides for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent.
+Added: In February 2020, we entered into a sales agreement (the “2020 ATM Facility”) with Cowen, which provides for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent.
+Added: The 2020 ATM Facility is separate from and did not replace the 2019 ATM Facility in any way.
+Added: We paid a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the 2020 ATM Facility.
+Added: In November 2021, we entered into a sales agreement (the “2021 ATM Facility”) with Cowen, which provides for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent.
The 2021 ATM Facility is separate from and does not replace the 2020 ATM Facility in any way.
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During the fiscal year ended December 31, 2020 , we sold an aggregate of 4,785,514 shares of common stock under the ATM facilities, at an average price of $ 14.60 per share, for gross proceeds of $ 69.9 million and net proceeds of $ 68.0 million, after deducting commissions and other offering expenses payable by us.
−Removed: During the fiscal year ended December 31, 2019 , we sold an aggregate of 3,135,347 shares of common stock under the 2019 ATM Facility, at an average price of $ 16.09 per share, for gross proceeds of $ 50.5 million and net proceeds of $ 48.9 million, after deducting commissions and other offering expenses payable by us.
−Removed: Approximately $ 1.2 million of the $48.9 million net proceeds was received on January 3, 2020.
+Added: During the fiscal year ended December 31, 2021 , we sold an aggregate of 6,240,601 shares of common stock under the ATM facilities, at an average price of $ 16.23 per share, for gross proceeds of $ 101.3 million and net proceeds of $ 98.9 million, after deducting commissions and other offering expenses payable by us.
The issuance and sale of these shares by us pursuant to the ATM facilities are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and are registered under the Securities Act.
−Removed: As of December 31, 2020 , we had fully utilized the 2019 ATM Facility, and $ 79.7 million of common stock remained available to be sold under the 2020 ATM Facility, subject to certain conditions as specified in the agreement .
+Added: As of December 31, 2021 , we had fully utilized the 2019 ATM Facility, and the 2020 ATM Facility and we had $ 78.3 million of common stock remaining and available to be sold under the 2021 ATM Facility.
+Added: From January 1, 2022 through February 15, 2022, we sold an additional 1,319,878 shares of common stock under the 2021 ATM Facility, at an average price of $ 15.88 per share, for gross proceeds of $ 21.0 million and net proceeds of $ 20.5 million, after deducting commissions and other offering expenses payable by us.
+Added: As of February 15, 2022, we had $ 57.4 million of common stock remaining and available to be sold under the 2021 ATM Facility, subject to certain conditions as specified in the agreement.
Equity Incentive Plans
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The fair value of RSUs, including those with performance conditions, is determined as the closing stock price on the date of grant.
−Removed: Stock options are granted at prices no less than 100 % of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an option granted to a 10 % shareholder cannot be less than 110 % of the estimated fair value of the shares on the date of grant.
+Added: Stock options are granted with exercise prices at no less than 100 % of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an option granted to a 10 % shareholder cannot be less than 110 % of the estimated fair value of the shares on the date of grant.
+Added: The estimated fair value is generally equal to the closing market price of the Company’s common stock on the measurement date.
Options granted generally vest over four years and expire in seven to ten years .
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In February 2018, we adopted the 2018 Inducement Plan (“Inducement Plan”), under which we may grant options, stock appreciation rights, RSAs and RSUs to new employees.
−Removed: In September 2020, we amended the Inducement Plan to reserve an additional 1,500,000 shares of the Company’s common stock for issuance under the Inducement Plan, as amended.
+Added: In September 2020, we amended the Inducement Plan to reserve an additional 1,500,000 shares of the Company’s common stock for issuance under the Inducement Plan, and in September 2021 we made a further amendment to reserve an additional 1,500,000 shares of the Company’s common stock for issuance under the Inducement Plan.
As of December 31, 2021 , 4,022,184 shares of common stock were reserved for issuance under the Inducement Plan, of which 1,278,379 shares were available for future grant and 2,743,805 shares were subject to outstanding options and RSUs.
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Total loss before provision for income taxes
−Removed: The Company liquidated its Cayman Islands entity in 2018 and elected to treat the entity as disregarded for the fiscal year 2018.
−Removed: As such, the applicable 2018 losses are treated as losses in the United States.
The components of provision for (benefit from) income taxes were as follows in each period presented:
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Non-deductible executive compensation
−Removed: Capitalized research
Change in valuation allowance
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Operating lease liabilities
+Added: Deferred Revenue
Total deferred tax assets
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We intend to maintain a full valuation allowance on our deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
−Removed: The valuation allowance increased by $ 82.1 million for the year ended December 31, 2020 and increased by $ 78.1 million for the year ended December 31, 2019.
+Added: The valuation allowance increased by $ 88.7 million for the year ended December 31, 2021 primarily due to federal and state NOLs and other U.S.
+Added: deferred tax assets, which includes accelerated Bayer revenue recognition for tax purposes during 2021.
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020, providing companies with various tax relief provisions and other stimulus measures.
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Based on our evaluation, these regulations did not have a material impact on the income tax provision for the years ended December 31, 2021, 2020 and 2019.
−Removed: Under the Tax Act, as modified by the CARES Act, federal net operating losses generated in tax years beginning on or after January 1, 2018 and in future years may be carried forward indefinitely, but the utilization of such federal net operating losses arising in taxable years beginning on or after January 1, 2021 is limited to 80% of a tax year’s taxable income.
+Added: Under the Tax Act, federal net operating losses generated in tax years beginning on or after January 1, 2018 and in future years may be carried forward indefinitely, but the utilization of such federal net operating losses is limited to 80% of current year taxable income.
The CARES Act temporarily suspends this 80% taxable income limitation, allowing a net operating loss carryforward to fully offset taxable income in tax years beginning before January 1, 2021.
−Removed: Not all states conform to the Tax Act or CARES Act and some states have varying conformity to the Tax Act or CARES Act.
−Removed: As of December 31, 2020 , we had federal and state net operating loss carryforwards for tax return purposes of $ 811.7 million and $ 988.1 million, respectively.
−Removed: Of the $ 811.7 million federal net operating loss carryforwards, $ 65.3 million will begin to expire in 2032 , with the remaining $ 746.4 million being carried forward indefinitely.
−Removed: Of the $ 988.1 million state net operating loss carryforwards, $ 986.4 million will begin to expire in 2030 , with the remaining amount not being subject to expiration under applicable state laws.
−Removed: As of December 31, 2020, we had federal research & development and orphan drug tax credits of $ 12.9 million and $ 75.1 million, respectively, to offset future taxes payable.
−Removed: These federal credits begin to expire in 2032 and 2035 , respectively, if not utilized.
−Removed: As of December 31, 2020, we had California research & development tax credits of $ 21.6 million, which do not expire, to offset future taxes payable.
+Added: It is uncertain if, and to what extent, various states will conform to the Tax Act or the CARES Act.
+Added: The Tax Act nor the CARES Act had a material impact to our financial statements.
+Added: As of December 31, 2021 , for federal income tax purposes, we had net operating loss carryforwards of approximately $ 1,064.4 million, of which $ 65.2 million begin to expire in 2032 and $ 999.2 do not expire, research & development tax credits of approximately $ 18.0 million which begin to expire in 2032 , and orphan drug tax credits of approximately $ 94.5 million which begin to expire in 2035 .
+Added: For California income tax purposes, we had net operating loss carryforwards of approximately $ 1,045.5 million which begin to expire in 2032 , and research & development tax credits of approximately $ 30.4 million which do not expire, and Competes tax credit of $ 2.0 million which begins to expire in 2024 .
+Added: For other states income tax purposes, we had net operating loss carryforwards of approximately $ 226.6 million which begins to expire in 2030 .
Under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we have experienced an “ownership change.” Generally, a Section 382 “ownership change” occurs if one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period.
Similar rules may apply under state tax laws.
−Removed: We have completed a Section 382 study of transactions in our stock through December 31, 2020.
−Removed: The study concluded that we have experienced ownership changes since inception and that our utilization of net operating loss carryforwards will be subject to annual limitations.
+Added: We have performed a Section 382 analysis of transactions in our stock through December 31, 2021.
+Added: We have experienced ownership changes since inception and our utilization of net operating loss carryforwards will be subject to annual limitations.
However, it is not expected that the annual limitations will result in the expiration of tax attribute carryforwards prior to utilization .
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net deferred tax assets, which would impact the timing of the effective tax rate benefit should any uncertain tax position be favorably settled in the future.
−Removed: Of the $ 110.6 million total unrecognized tax benefits as of December 31, 2020 , no amount, if recognized, would affect the Company’s effective tax rate for the years ended December 31, 2020 and 2019.
+Added: For 2021, 2020, and 2019 total unrecognize benefits in the amount of $ 144.1 million, $ 110.6 million, and $ 86.0 million, respectively, no amount, if recognized, would affect the Company’s effective tax rate.
The Company’s policy is to account for interest and penalties related to uncertain tax positions as a component of the income tax provision.
−Removed: The Company has not accrued interest and penalties as of December 31, 2020 and 2019 due to available tax losses.
+Added: The Company has not accrued interest and penalties as of December 31, 2021 due to available tax losses.
Our significant jurisdictions are the U.S.
3 unchanged sentences
We also file in other state, local and foreign jurisdictions in which we operate, and such tax years remain open to examination.
−Removed: As of December 31, 2020, we are permanently reinvested with respect to our foreign earnings, which are not material as our foreign operations are not significant.
+Added: The 2017 Tax Act imposed a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S.
+Added: taxes on foreign subsidiary distribution.
+Added: As of December 31, 2021, the Company is not permanently reinvested with respect to its foreign earnings and has not recorded deferred income taxes and withholding taxes as these taxes are immaterial to the financial statements.
+Added: Subsequent Events
+Added: On January 26, 2022, the Company announced it has entered into an asset purchase agreement with FUJIFILM Diosynth Biotechnologies California, Inc.
+Added: and, for certain limited purposes, FUJIFILM Holdings America Corporation, to sell all of the Company’s right, title and interest in and to certain assets related to the Atara T-Cell Operations and Manufacturing facility located at 2430 Conejo Spectrum Street, Thousand Oaks, California for $ 100 million in cash, plus or minus certain closing adjustments pursuant to the asset purchase agreement.
+Added: The closing of the proposed transaction is expected to occur in the quarter ending June 30, 2022, subject to certain closing conditions, including clearance of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.