UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-K
______________________________________
☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-37985
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ANAPTYSBIO, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
20-3828755
(I.R.S. Employer
Identification Number)
10770 Wateridge Circle, Suite 210
San Diego, CA 92121
(Address of principal executive offices and zip code)
(858) 362-6295
(Registrant’s telephone number, including area code)
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value
Trading Symbol(s)
ANAB
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-accelerated Filer
☐
☒
Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
☐
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting common equity held by non-affiliates of the registrant was $489,310,431 as of June 30, 2021.
The number of shares of Registrant’s Common Stock outstanding was 27,672,428 as of March 3, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders, scheduled to be held on June 23, 2022, are incorporated by reference into Part III of
this Annual Report on Form 10-K to the extent stated herein. The Definitive Proxy Statement will be filed within 120 days of the Registrant’s fiscal year ended December 31, 2021. Except with
respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Consolidated Financial Statement Schedules
Form 10-K Summary
Signatures
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and section 27A of the Securities Act of 1933, as amended (the “Securities Act”). The words
“believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” and “expect,” and similar
expressions that convey uncertainty of future events or outcomes, are intended to identify forward-looking statements.
The forward-looking statements in this report include, among other things, statements about:
the success, cost, and timing of our product candidate development activities and ongoing and planned clinical trials;
our plans to develop and commercialize antibodies, including our lead product candidate: imsidolimab for patients with generalized pustular
psoriasis (“GPP”), skin toxicities associated with treatments with acne and hidradenitis suppurativa;
the impact of the coronavirus (“COVID-19”) pandemic on our business and the United States (“U.S.”) and global economies;
the likelihood that the clinical data generated in any study we performed, are performing, or plan to perform in a non-U.S. jurisdiction will be
subsequently accepted by the U.S. Food and Drug Administration (“FDA”) and/or by foreign regulatory authorities outside of the jurisdiction
where the study was being performed;
the timing and ability of our collaborators to develop and commercialize our partnered product candidates;
the potential benefits and advantages of our product candidates and approaches versus those of our competitors;
our ability to execute on our strategy, including advancing our lead product candidates, identifying emerging opportunities in key therapeutic
areas, continuing to expand our wholly-owned pipeline, and retaining rights to strategic products in key commercial markets;
our ability to obtain funding for our operations, including funding necessary to complete further development and commercialization of our
product candidates;
the timing of and our ability to obtain and maintain regulatory approvals for imsidolimab and our other product candidates;
our ability to develop our product candidates;
the rate and degree of market acceptance and clinical utility of any approved product candidates;
the size and growth potential of the markets for any approved product candidates, and our ability to serve those markets;
our commercialization, marketing, and manufacturing capabilities and strategy;
our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates;
regulatory developments in the U.S., the United Kingdom, Australia, and other foreign countries;
the success of competing therapies that are or may become available;
our ability to attract and retain key scientific or management personnel;
our use of the net proceeds from our public offerings and other financing transactions;
our ability to identify additional products or product candidates with significant commercial potential that are consistent with our commercial
objectives; and
our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing.
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These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Item 1A, “Risk
Factors,” and elsewhere in this Annual Report. Moreover, we operate in a competitive and rapidly changing environment, and new risks emerge from time
to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In
light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur, and
actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances
reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements to
conform these statements to actual results or to changes in our expectations, except as required by law.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance, and events and
circumstances may be materially different from what we expect.
Unless the context indicates otherwise, as used in this Annual Report, the terms “AnaptysBio,” “company,” “we,” “us” and “our” refer to
AnaptysBio, Inc., a Delaware corporation, and its subsidiaries taken as a whole, unless otherwise noted. AnaptysBio is our common law trademark. This
Annual Report contains additional trade names, trademarks, and service marks of other companies, which are the property of their respective owners. We
do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship
of us by, these other companies.
1
Item 1. Business
Overview
PART I
We are a clinical stage biotechnology company developing first-in-class immunology therapeutic product candidates focused on emerging immune
control mechanisms applicable to inflammation and immuno-oncology indications. We develop our product candidates using our proprietary antibody
discovery technology platform, which is based upon a breakthrough understanding of the natural process of antibody generation, known as somatic
hypermutation (“SHM”), and replicates this natural process of antibody generation in vitro. Our strategy is to advance the development of our proprietary
product candidates, and where applicable, establish partnerships with leading biopharmaceutical companies where we retain certain development and
commercialization rights. Our most advanced wholly-owned antibody programs, imsidolimab, rosnilimab, previously referred to as ANB030, and
ANB032, are designed to modulate therapeutic targets that are genetically associated with human inflammatory disorders.
Imsidolimab, our IL-36R antibody previously referred to as ANB019, inhibits the interleukin-36 receptor (“IL-36R”), and is being developed for
the treatment of multiple dermatological inflammatory diseases. We completed a Phase 1 clinical trial in healthy volunteers, which was presented at the
European Academy of Allergy and Clinical Immunology in 2018, where imsidolimab was well-tolerated by all subjects, no dose-limiting toxicities were
observed, and no serious adverse events were reported among any subjects in the clinical trial. In July 2020, the U.S. Food and Drug Administration (the
“FDA”) granted Orphan Drug Designation for imsidolimab for the treatment of patients with GPP. We completed an open-label, multi-dose, single-arm
Phase 2 clinical trial of imsidolimab in 8 GPP patients, also referred to as the GALLOP clinical trial, where top-line data through week 16 was presented at
the European Academy of Dermatology and Venerology (EADV) Congress on October 2, 2021. In this trial, 6 of 8 (75%) patients treated with imsidolimab
monotherapy achieved the primary endpoint of response on the clinical global impression (“CGI”) scale at week 4 and week 16, without requiring rescue
medication. Two of 8 (25%) patients were considered to have not met the primary endpoint because they dropped out of the trial prior to Day 29. The
Modified Japanese Dermatology Association severity index total score (mJDA-SI), which incorporates both dermatological and systemic aspects of GPP,
decreased for patients on average by 29% at week 1, 54% at week 4 and 58% at week 16. Erythema with pustules, which clinically defines GPP, decreased
by 60% at week 1, 94% by week 4 and 98% by week 16. Patients achieved a reduction in the Dermatology Life Quality Index (DLQI), which is a patient-
reported measure, of 6 points at week 4 and 11 points by week 16, each of which exceeded the minimal clinically importance difference (MCID) of 4
points. GPP Physician Global Assessment (GPPPGA) scale was implemented by protocol amendment during the course of the trial and was assessed in 4
of the 8 enrolled patients, where zero (clear) or 1 (almost clear) response was achieved in 2 (50%) patients at week 4 and 3 (75%) patients at week 16.
Genotypic testing, available for 7 of the 8 patients enrolled, indicated homozygous wild-type IL-36RN, CARD14 and AP1S3 alleles. Through week 16,
anti-drug antibodies were only detected in one patient, which occurred at week 12 and did not impact imsidolimab pharmacokinetics or efficacy.
Imsidolimab was generally well-tolerated, and most treatment-emergent adverse events were mild to moderate in severity and resolved without sequelae.
No infusion or injection site reactions were observed. One patient dropped out of the clinical trial due to a diagnosis of Staphylococcal aureus bacteremia in
the first week, which was a serious adverse event deemed to be possibly drug-related. Because the patient was symptomatic prior to dosing and had a prior
medical history of bacteremia, a common comorbidity of GPP, we do not believe this event is likely attributable to imsidolimab. Another patient dropped
out of the study on Day 22 due to investigator reported inadequate efficacy. One patient contracted COVID-19 during the course of the clinical trial, which
was deemed a serious adverse event unrelated to imsidolimab, and did not lead to study discontinuation. While initial GPP epidemiology studies suggested
at least 3,000 GPP patients in the United States, medical claims analyses conducted by IQVIA indicate approximately 37,000 unique patients were
diagnosed with GPP at least once, and approximately 15,000 unique patients were diagnosed with GPP at least twice, by a physician between 2017 and
2019 using the International Classification of Diseases 10th Revision (ICD-10) billing code pertaining to GPP (L40.1).
We met with the FDA during the second quarter of 2021 for an end-of-Phase 2 meeting to review an orphan disease registration plan for
imsidolimab for the treatment of GPP. We initiated our first Phase 3 trial for imsidolimab for GPP, called GEMINI-1, during the third quarter of 2021.
GEMINI-1 will enroll approximately 45 moderate-to-severe GPP patients, each undergoing an active flare at baseline, which will be randomized equally to
receive a single dose of 750mg intravenous (IV) imsidolimab, 300mg IV imsidolimab or placebo. The primary endpoint of the Phase 3 program is the
proportion of patients achieving clear or almost clear skin as determined by a Generalized Pustular Psoriasis Physician’s Global Assessment (GPPPGA)
score of zero or 1 at week 4 of GEMINI-1. Patients completing the GEMINI-1 trial will subsequently be enrolled in GEMINI-2, our second Phase 3 trial
for imsidolimab in GPP, where they will receive monthly doses of 200mg subcutaneous imsidolimab or placebo depending upon whether they are
responders, partial responders or non-responders in treatment under GEMINI-1. The objective of GEMINI-2 is to assess the efficacy and safety of
imsidolimab after 6 months of monthly dosing.
2
We are conducting a global registry of GPP patients, also referred to as the RADIANCE study, which we anticipate will improve understanding of
the patient journey and assist in enrollment of future GPP clinical trials.
We are conducting clinical development of imsidolimab in moderate-to-severe acne. Acne is the most common skin disorder in the United States,
with approximately 3 million patients diagnosed with moderate-to-severe disease. Moderate-to-severe acne typically presents with painful papules,
pustules, nodules, cysts and scarring. A key contributing factor to the pathogenesis of acne is the immune response to Propionibacterium acnes, or P. acnes,
which is associated with upregulated IL-36 cytokine activity, localized inflammation, and neutrophil infiltration of the skin. Existing therapies, including
isotretinoin and systemic antibiotics, provide variable efficacy for moderate-to-severe acne patients and have practical limitations to their use given
potential for clinically meaningful side effects. We are conducting a Phase 2 clinical trial of imsidolimab, called ACORN, where 120 patients will be
randomized equally between two dose levels of imsidolimab and placebo, for the treatment of moderate-to-severe acne, and we anticipate top-line data
during the first half of 2022.
We are conducting clinical development of imsidolimab in hidradenitis suppurativa, also known as acne inversa, which is a chronic inflammatory
skin disease characterized by painful nodules in intertriginous areas that can progress to abscesses, sinus tracks and scarring. Current treatment options for
hidradenitis suppurativa, including antibiotics, corticosteroids and anti-TNF therapy, have variable efficacy in moderate-to-severe patients, which often
leads to surgery for removal of hidradenitis suppurativa nodules. Human translational studies have demonstrated elevated IL-36 cytokine expression in
hidradenitis suppurativa skin biopsies, and we believe treatment of moderate-to-severe hidradenitis suppurativa with imsidolimab may lead to therapeutic
benefit for this patient population. Moderate-to-severe hidradenitis suppurativa affects approximately 150,000 adults in the United States. We are
conducting a Phase 2 clinical trial of imsidolimab in moderate-to-severe hidradenitis suppurativa, called HARP, where 120 patients will be randomized
equally between two dose levels of imsidolimab and placebo, and we anticipate top-line data during the second half of 2022.
Our second wholly-owned program, rosnilimab, previously referred to as ANB030, is an anti-PD-1 agonist antibody program designed to augment
PD-1 signaling through rosnilimab treatment to suppress T-cell driven human inflammatory diseases. Genetic mutations in the PD-1 pathway are known to
be associated with increased susceptibility to human inflammatory diseases, and hence we believe that rosnilimab is applicable to diseases where PD-1
checkpoint receptor function may be under-represented. We presented preclinical data for rosnilimab at the Festival of Biologics Annual Meeting in March
2020, including translational data demonstrating in vitro activity of rosnilimab in alopecia areata patient samples. We announced positive top-line data from
a healthy volunteer Phase 1 clinical trial of rosnilimab in November 2021. A total of 144 subjects were enrolled in the randomized, double-blind, placebo-
controlled healthy volunteer Phase 1 trial, where single ascending dose (SAD) cohorts were administered single subcutaneous or intravenous doses of
rosnilimab ranging between 0.02mg to 600mg or placebo, while multiple ascending dose (MAD) cohorts received four weekly subcutaneous doses of
rosnilimab ranging between 60mg and 400mg or placebo. Dose escalation was conducted subsequent to data safety monitoring board review of safety and
tolerability parameters following each single and multiple ascending dose level. Rosnilimab was generally well-tolerated and no dose limiting toxicities
were observed. The most frequent adverse event reported among SAD cohorts was increased circulating C-reactive protein levels of mild severity in nine
(10%) rosnilimab-dosed subjects occurring sporadically in a dose-independent manner and a severe occurrence in one (3.3%) placebo-dosed subject. MAD
cohorts reported headache as the most frequent adverse event with mild occurrences in three (12.5%) rosnilimab-dosed subjects and none in placebo
subjects. Mild injection site reactions were observed in two subjects (11.1%) administered with multiple subcutaneous rosnilimab doses. Two serious
adverse events were reported in single dose cohorts, including obstructive pancreatitis in a placebo-dosed subject and COVID-19 infection in a rosnilimab-
dosed subject leading to discontinuation which was deemed unrelated to treatment. No serious adverse events were reported in subjects receiving multiple
doses of rosnilimab or placebo.
Pharmacokinetic analyses demonstrated a favorable profile for rosnilimab with an estimated two-week half-life for subcutaneous and intravenous
routes of administration and approximately 80% bioavailability. Low-titer anti-drug antibodies were detected at low single dose levels in 19 (21%)
rosnilimab-dosed subjects, but none were detected in high single dose or multiple dose subjects. Full PD-1 receptor occupancy was observed rapidly during
the first week following single subcutaneous rosnilimab doses at or above 60mg, and was maintained for at least 30 days at or above 200mg single
subcutaneous doses. These data support monthly subcutaneous dosing of rosnilimab for future patient trials. Rosnilimab’s pharmacodynamic activity
resulted in rapid and sustained reduction in the quantity and functional activity of PD-1+ T cells, which are known to be pathogenic drivers of
inflammatory diseases. Conventional T (Tcon) cells (CD3+, CD25 low) expressing PD-1, which represented approximately 25% of peripheral T cells at
baseline, were reduced by 50%, including in both CD4+ and CD8+ subsets, in a dose-dependent manner and in correlation with receptor occupancy. This
effect was maximized on high-PD-1 expressing Tcon cells, which represented approximately 5% of peripheral T cells, with 90% reduction relative to
baseline. Conversely, total T cells (CD3+), total Tcon cells (CD3+, CD25low) and total regulatory T (Treg) cells (CD3+, CD4+, CD25 bright, CD127-)
were unchanged (<5% change from baseline), resulting in a favorable shift in the ratio of PD-1+ Tcon cells to total Treg cells post-treatment. No effect
(<5% reduction from baseline) was observed on any of the aforementioned cell types in placebo-dosed subjects. In addition, an antigen-specific functional
T cell recall response, measured as ex vivo interferon-
3
gamma released in response to tetanus toxoid challenge, was inhibited in a receptor occupancy dependent manner and was consistent with the observed
reduction of PD-1+ Tcon cells, to a maximum of approximately 90% relative to baseline within 30 days following single rosnilimab dose, while placebo
administration had no effect. Based upon these data, we believe rosnilimab’s in vivo mechanism has the potential to treat T-cell driven human inflammatory
diseases. During the fourth quarter of 2021, we initiated AZURE, a randomized placebo-controlled 45-patient Phase 2 trial of rosnilimab in moderate-to-
severe alopecia areata patients with at least 50% scalp hair loss for at least 6 months prior to enrollment, where the primary endpoint is change in severity
of alopecia tool (SALT) relative to baseline. We continue to assess clinical development opportunities for rosnilimab in additional indications, including
vitiligo and rheumatoid arthritis, and will make decisions pending additional data.
Our third wholly-owned program is an anti-BTLA modulator antibody, known as ANB032, which is broadly applicable to human inflammatory
diseases associated with lymphoid and myeloid immune cell dysregulation. Mutations in the BTLA signaling pathway are associated with human
inflammatory disease, and we believe ANB032 silences pro-inflammatory signaling by modulating BTLA binding to HVEM. We are conducting a healthy
volunteer Phase 1 trial of ANB032, under an Australian Clinical Trial Notification (“CTN”) and anticipate top-line data from this trial during the first half
of 2022. We presented preclinical data regarding ANB032 at the 2020 Federation of Clinical Immunology Societies (FOCIS) Virtual Annual Meeting in
October 2020.
In addition to our wholly-owned antibody programs, multiple Company-developed antibody programs have been advanced to preclinical and
clinical milestones under our collaborations. We have received to date approximately $226.9 million in cash receipts from collaborations. Our
collaborations include an immuno-oncology-focused collaboration with GlaxoSmithKline, Inc. (“GSK”) and an inflammation-focused collaboration with
Bristol-Myers Squibb (“BMS”). A Biologics License Application (“BLA”) for our most advanced partnered program, which is an anti-PD-1 antagonist
antibody called JEMPERLI (dostarlimab), was approved by the FDA in April 2021 for the treatment of advanced or recurrent deficient mismatch repair
endometrial cancer (“dMMREC”). This is the first AnaptysBio-generated antibody, of eight currently under clinical development, to obtain FDA approval.
We earned a $20.0 million milestone payment as a result of this FDA approval. In addition, in April 2021 the European Medicines Agency (“EMA”)
granted conditional marketing authorization in the European Union (“EU”) for JEMPERLI for use in women with mismatch repair deficient
(dMMR)/microsatellite instability-high (MSI-H) recurrent or advanced endometrial cancer who have progressed on or following prior treatment with a
platinum containing regimen, which approval makes JEMPERLI the first anti-PD-1 therapy available for endometrial cancer in Europe. We earned a $10.0
million milestone payment as a result of this approval. A second BLA submitted by GSK was accepted by the FDA during the first quarter of 2021 for
JEMPERLI in pan-deficient mismatch repair tumors (“PdMMRT”). We received a $10.0 million cash milestone payment upon the FDA acceptance of
GSK’s second FDA BLA for JEMPERLI and received $20.0 million cash milestone payment in September 2021, upon FDA approval of this second FDA
BLA of JEMPERLI in August. JEMPERLI is currently in clinical development for various solid tumor indications, including dMMREC, PdMMRT,
colorectal cancer, ovarian cancer, non-small cell lung cancer, cervical cancer, rectal cancer, clear cell sarcoma and head-and-neck squamous cell carcinoma.
GSK is conducting combination trials of dostarlimab with Zejula, belantamab mafodotin (BCMA ADC), GSK6097608 (anti-CD96) and GSK3745417
(STING agonist). In addition, under GSK’s collaboration with iTeos Therapeutics, dostarlimab is being developed in combination with EOS-448 (anti-
TIGIT) and inupadenant (A2A receptor antagonist) in various solid tumor indications, including registration-directed trials combining dostarlimab and
EOS-448 for first-line PD-L1 high non-small cell lung cancer (NSCLC) patients, head and neck squamous cell cancer (HNSCC) and a third undisclosed
indication. In June 2021, GSK publicly disclosed estimated potential peak annual global JEMPERLI sales on a non-risk adjusted basis of £1-£2 billion,
which is currently equal to approximately $1.4 to $2.7 billion based on the GBP to USD exchange rate as of December 31, 2021, for currently approved
indications and first-line use in endometrial and ovarian cancer only. In October 2020, we amended our GSK collaboration to increase royalties on global
net sales of JEMPERLI to 8% on annual global net sales below $1.0 billion and 12-25% of annual global net sales above $1.0 billion, add a 1% royalty rate
on GSK’s global net sales of Zejula and received a one-time cash payment of $60.0 million. In October 2021, we signed a royalty monetization agreement
(“Royalty Monetization Agreement”) with Sagard Healthcare Royalty Partners (“Sagard”). Pursuant to this transaction, we received a $250.0 million
payment upon closing in December 2021, in exchange for JEMPERLI royalties due to us on annual commercial sales below $1.0 billion and certain future
milestones starting in October 2021. The aggregate JEMPERLI royalties and milestones to be received by Sagard under the Royalty Monetization
Agreement is capped at certain fixed multiples of the upfront payment based upon time. For more information about these collaborations, see “—
Collaborations”.
Following the closing of the Sagard royalty monetization transaction, we ended 2021 with $615.2 million in cash, cash equivalents and investments
and intend to continue to operate in a capital-efficient manner.
4
Our Product Candidates
The following table summarizes certain key information about our wholly-owned and partnered product candidates:
COVID-19
We are continuing to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently
uncertain. Our ongoing clinical trials have been, and may continue to be, affected by the closure of offices, or country borders, among other measures being
put in place around the world.
The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing or modifying employee travel,
moving to full remote work, and cancelling physical participation in meetings, events and conferences). While we have begun to re-open our offices, we
continue to allow remote work, we continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by
government authorities or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate
safety measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration.
The extent of the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments,
including the duration and spread of the outbreak, including its variants, the availability and effectiveness of vaccines, the impact on our clinical trials,
patients and collaboration partners, and the effect on our suppliers.
Our Strategy
We are a leading antibody development company with a pipeline of novel therapeutic antibodies, which is being further expanded by applying our
technology platform to emerging biological targets. The key elements of our strategy include:
• Advancing our wholly-owned lead product candidates to clinical milestones. We are working to demonstrate the safety and efficacy of our
wholly-owned pipeline programs. We are currently developing three wholly-owned programs to key 2022 milestones, including top-line data from
our Phase 2 imsidolimab trials in moderate-to-severe acne and hidradenitis suppurativa in the first and second halves of 2022, respectively, and
top-line data from our Phase 1 clinical trial of ANB032 in the first half of 2022.
5
• Continuing to expand our proprietary pipeline by generating new product candidates using our technology platform. Using our proprietary
SHM antibody generation platform, we are able to rapidly develop novel antibodies against biological targets. Our goal is to continue expanding
our wholly-owned new therapeutic antibody program pipeline by innovating additional wholly-owned novel pipeline antibodies to potentially
first-in-class immune-related targets.
•
Identifying emerging opportunities in key therapeutic areas. We intend to remain at the forefront of discovery and development of new
therapeutic opportunities in inflammation by understanding and translating biological breakthroughs into first-in-class therapeutic antibodies. Our
approach includes translational biology assessments, such as human genetics, ex vivo tissue pathology and target expression patterns, to
understand the relevance of emerging targets to patients with unmet medical needs. We plan to leverage this knowledge to create new product
candidates and position our current and future programs for initial efficacy assessment.
• Retaining rights to strategic products in key commercial markets. We intend to retain ownership and control of our pipeline programs to key
preclinical and clinical data inflection points. For certain programs, we plan to seek strategic collaborations that provide us with funding,
infrastructure and marketing resources to advance through development and commercialization.
Our Wholly-Owned Product Pipeline
Our most advanced, wholly-owned pipeline programs, imsidolimab, rosnilimab and ANB032, are described below:
Imsidolimab: Anti-IL-36R Antibody
Overview
Imsidolimab is an antibody that inhibits the function of IL-36R, which we are initially developing as a potential first-in-class therapy for multiple
inflammation-mediated dermatological patient populations. GPP is a life-threatening, rare systemic inflammatory disorder, with no currently approved
therapies. While initial GPP epidemiology studies suggested at least 3,000 patients in the United States, recent medical claims analyses conducted by
IQVIA indicate approximately 37,000 unique patients were diagnosed with GPP at least once, and approximately 15,000 unique patients were diagnosed
with GPP at least twice, by a physician between 2017 and 2019 using the International Classification of Diseases 10th Revision (ICD-10) billing code
pertaining to GPP (L40.1). Studies have shown that GPP can be associated with mutations in the gene encoding the IL-36R antagonist, or IL-36RA, or can
be caused by excessive IL-36 cytokine levels, that lead to abnormally high signaling through the IL-36R and thereby cause the systemic inflammatory
condition, GPP. We have obtained FDA Orphan Drug Designation for imsidolimab for the treatment of GPP, and plan to seek Orphan Drug Designation for
additional indications in the future. We initiated a Phase 3 clinical trial in GPP, called GEMINI-1, during the third quarter of 2021. We are also developing
imsidolimab for moderate-to-severe acne which affects approximately 3 million patients in the United States, for which we anticipate top-line data during
the first half of 2022, and moderate-to-severe hidradenitis suppurativa affecting approximately 150,000 patients in the United States, for which we
anticipate top-line data during the second half of 2022.
IL-36R Target Biology
The IL-36 subfamily of proteins consists of the IL-36 receptor antagonist, or IL-36RA, as well as three cytokines, IL-36 alpha, IL-36 beta and IL-
36 gamma, each of which have agonistic characteristics and signal through IL-36R. These IL-36 proteins are mainly expressed in keratinocytes, the
predominant cell type in the epidermis. The role of the IL-36RA is to dampen the inflammatory effects of IL-36 alpha, IL-36 beta and IL-36 gamma.
Studies have demonstrated the relevance of IL-36 in regulating inflammation in the skin. Mice over-expressing the IL-36 alpha cytokine undergo a
psoriasis-like condition when challenged with an inflammatory stimulus. Additionally, immuno-deficient mice transplanted with human psoriatic skin have
been shown to require the IL-36R signaling to maintain disease.
Recent human studies have demonstrated that mutations in the IL-36RA can lead to the occurrence of GPP by dysregulating the IL-36R signaling
pathway. However, translational studies that we conducted have also demonstrated that a significant number of GPP patients do not have mutations in the
IL-36RA but are likely to have excessive levels of IL-36 cytokines leading to the same disease as patients with mutations. These findings support our
hypothesis that IL-36 signaling plays a significant role in GPP.
In addition, studies have demonstrated that humans with genetic mutations that downregulate IL-36 receptor activity are otherwise normal with no
specific clinical phenotype.
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We believe that imsidolimab has the potential to be the first-in-class therapeutic antibody targeting IL-36R, serving as a therapeutic opportunity for
patients with IL-36 signaling mediated inflammatory diseases. Translational studies have indicated that IL-36 signaling is upregulated in GPP, hidradenitis
suppurativa and acne.
Imsidolimab Non-Clinical Development
Imsidolimab was generated using our SHM technology platform and has demonstrated high functional potency in blocking human and cynomolgus
monkey IL-36 signaling in preclinical studies.
Imsidolimab blocks signal transduction through the human IL-36R and cynomolgus monkey IL-36R by inhibiting the interaction between the
receptor and IL-36 alpha, IL-36 beta, and IL-36 gamma cytokines. The high potency and functional activity of imsidolimab for human and cynomolgus
monkey IL-36R was measured using standard in vitro assays to determine equilibrium dissociation constant, or KD, and half-maximal inhibitory
concentration values, or IC50. Imsidolimab has demonstrated potent KD values of approximately of 71 pM and 209 pM for human IL-36R and
cynomolgus monkey IL-36R, respectively. The antibody exhibits high specificity for IL-36R, displaying no detectable binding to related
proteins. Functional potency of imsidolimab is at least 100-fold greater than IL-36RA in human systems, which is measured as the IC50 of inhibition of
interleukin-8, or IL-8, release from human keratinocytes.
Imsidolimab functional activity has been demonstrated through inhibition of IL-8 secretion from human primary keratinocytes when stimulated by
IL-36 gamma of approximately 0.15 nM and 1.2 nM, respectively. Lower KD and IC50 values indicate higher potency and functional activity,
respectively. Similar IC50 values were observed in those same preclinical studies when keratinocytes were stimulated with IL-36 alpha or beta.
To date, we have demonstrated that the half-life of imsidolimab in cynomolgus monkeys is more than nine days. Imsidolimab is well-expressed
from Chinese hamster ovary cells, or CHO cells, and is readily purified using standard methodologies. In addition, the antibody retained full functional
activity when incubated in normal human serum at 37 °C for one week.
Clinical Development Plan
We have completed, under an approved Clinical Trial Notification, or CTN, a Phase 1 clinical trial in healthy volunteers for which we announced
positive top-line results from an interim analysis of this clinical trial and subsequently presented completed data from this clinical trial at the 2018
European Academy of Allergy and Clinical Immunology Congress. In the double-blinded, placebo-controlled healthy volunteer Phase 1 clinical trial, 36
subjects were administered a single subcutaneous or intravenous dose of imsidolimab ranging between 10 mg and 750 mg, 18 subjects were administered
multiple ascending doses of imsidolimab intravenously ranging between 40 mg and 300 mg weekly for four consecutive weeks and 18 subjects were dosed
with placebo. Imsidolimab was well-tolerated by all subjects, and no dose-limiting toxicities were observed. The most frequent treatment-emergent adverse
events observed in the single ascending dose cohorts were upper respiratory tract infections in 10 of 36 (28%) subjects dosed with imsidolimab versus six
of 12 (50%) subjects dosed with placebo and headache in 10 of 36 (28%) subjects dosed with imsidolimab versus three of 12 (25%) subjects dosed with
placebo. In the multiple ascending dose cohorts, the most frequent treatment-emerging adverse events observed were headache in seven of 18 (39%)
subjects dosed with imsidolimab versus one of six (17%) subjects dosed with placebo. No serious adverse events were reported among any subjects in the
clinical trial. The in vivo half-life of imsidolimab was approximately 28 days for both subcutaneous and intravenous routes of administration, with
bioavailability of approximately 90 percent. A single dose of imsidolimab at certain dose levels was able to completely suppress IL-36 cytokine function
for 85 days, as measured by IL-36 cytokine-mediated release of IL-8 using an ex vivo pharmacodynamic assay. The favorable pharmacokinetics and
pharmacodynamic properties of imsidolimab and other results demonstrated by this Phase 1 clinical trial supported advancement of imsidolimab into Phase
2 studies.
We completed an open-label, multi-dose, single-arm Phase 2 clinical trial of imsidolimab in 8 GPP patients, also referred to as the GALLOP
clinical trial, where top-line data through week 16 was presented at the European Academy of Dermatology and Venerology (EADV) Congress on October
2, 2021. In this trial 6 of 8 (75%) patients treated with imsidolimab monotherapy achieved the primary endpoint of response on the clinical global
impression (“CGI”) scale at week 4 and week 16, without requiring rescue medication. Two of 8 (25%) patients were considered to have not met the
primary endpoint because they dropped out of the clinical trial prior to Day 29. The modified Japanese Dermatology Association Severity Index (“mJDA-
SI”) score, which incorporates both dermatological and systemic aspects of GPP, decreased for patients on average by 29% at week 1, 54% at week 4 and
58% at week 16. Erythema with skin pustules, which clinically defines GPP, decreased by 60% at week 1 and 94% by week 4 and 98% by week 16.
Patients achieved a reduction in the Dermatology Life Quality Index (DLQI), which is a patient-reported measure, of 6 points at week 4 and 11 points by
week 16, each of which exceeded the minimal clinically importance difference (MCID) of 4 points. GPP Physician Global Assessment (GPPPGA) scale
was implemented by protocol amendment during the course of the trial and was assessed in 4 of the 8 enrolled patients, where zero (clear) or 1 (almost
clear) response was achieved in 2 (50%) patients at week 4 and 3 (75%) at week 16. Genotypic testing
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indicated homozygous wild-type IL-36RN, CARD14 and AP1S3 alleles for all 8 patients. Through week 16, anti-drug antibodies were only detected in one
patient, which occurred at week 12 and did not impact imsidolimab pharmacokinetics or efficacy. Imsidolimab was generally well-tolerated, and most
treatment-emergent adverse events were mild to moderate in severity and resolved without sequelae. No infusion or injection site reactions were observed.
One patient dropped out of the clinical trial due to a diagnosis of Staphylococcal aureus bacteremia in the first week, which was a serious adverse event
deemed to be possibly drug-related. Because the patient was symptomatic prior to dosing and had a prior medical history of bacteremia, a common
comorbidity of GPP, we do not believe this event is likely attributable to imsidolimab. Another patient dropped out of the study on Day 22 due to
investigator reported inadequate efficacy. One patient contracted COVID-19 during the course of the clinical trial, which was deemed a serious adverse
event unrelated to imsidolimab, and did not lead to study discontinuation. Data from the first two patients to have completed the Day 113 treatment period
under this clinical trial, which we announced in September 2019, indicated sustained efficacy in these two patients through Day 113. We met with the FDA
during the fourth quarter of 2020 to review an orphan disease registration plan for imsidolimab for the treatment of GPP and have initiated a Phase 3
clinical trial during the third quarter of 2021 following completion of protocol alignment and review of 16-week data from the GALLOP clinical trial by
the FDA.
In July 2020, the FDA granted Orphan Drug Designation for imsidolimab for the treatment of patients with GPP. GPP is a chronic, life-threatening,
rare disease with no currently approved therapies. GPP is a systemic inflammatory disease characterized by the development of widespread pustules
marked by idiopathic exacerbations. In severe cases, GPP patients can die from cardio-pulmonary failure, exhaustion, toxicity and/or infection subsequent
to occurrences of pustular flares. Patients with GPP suffer without robust therapeutic options because currently approved psoriasis management therapies
have not demonstrated clear efficacy in the treatment of this condition. While initial GPP epidemiology studies suggested at least 3,000 patients in the
United States, recent medical claims analyses conducted by IQVIA indicate approximately 37,000 unique patients were diagnosed with GPP at least once,
and approximately 15,000 unique patients were diagnosed with GPP at least twice, by a physician between 2017 and 2019 using the International
Classification of Diseases 10th Revision (ICD-10) billing code pertaining to GPP (L40.1).
We have initiated a global registry of GPP patients, also referred to as the RADIANCE study, which we anticipate will improve understanding of
the patient journey in these two indications and assist in enrollment of future GPP clinical trials.
We are conducting clinical development of imsidolimab in moderate-to-severe acne. Acne is the most common skin disorder in the United States,
with approximately 3 million patients diagnosed with moderate-to-severe disease. Moderate-to-severe acne typically presents with painful papules,
pustules, nodules, cysts and scarring. A key contributing factor to the pathogenesis of acne is the immune response to Propionibacterium acnes, or p. acnes,
which is associated with upregulated IL-36 cytokine activity, localized inflammation and neutrophil infiltration of the skin. Existing therapies, including
isotretinoin and systemic antibiotics, provide variable efficacy for moderate-to-severe acne patients and have practical limitations to their use given
potential for clinically meaningful side effects. We are conducting a Phase 2 clinical trial of imsidolimab, called ACORN, where 120 patients will be
randomized equally between two dose levels of imsidolimab and placebo, for the treatment of moderate-to-severe acne, and we anticipate top-line date
during the first half of 2022.
We are conducting clinical development of imsidolimab in hidradenitis suppurativa, also known as acne inversa, which is a chronic inflammatory
skin disease characterized by painful nodules in intertriginous areas that can progress to abscesses, sinus tracks and scarring. Current treatment options for
hidradenitis suppurativa, including antibiotics, corticosteroids and anti-TNF therapy, have variable efficacy in moderate-to-severe patients, which often
leads to surgery for removal of hidradenitis suppurativa nodules. Human translational studies have demonstrated elevated IL-36 cytokine expression in
hidradenitis suppurativa skin biopsies, and we believe treatment of moderate-to-severe hidradenitis suppurativa with imsidolimab may lead to therapeutic
benefit for this patient population. Moderate-to-severe hidradenitis suppurativa affects approximately 150,000 adults in the United States. We are
conducting a Phase 2 clinical trial of imsidolimab in moderate-to-severe hidradenitis suppurativa, called HARP, where 120 patients will be randomized
equally between two dose levels of imsidolimab and placebo, and we anticipate top-line data during the second half of 2022.
As described in the section titled “Risk Factors” and elsewhere in this report, the clinical development of drug product candidates is subject to a
wide range of risks and uncertainties, any of which could cause our actual development strategy or timeframes to vary.
Checkpoint Receptor Modulator Programs
We are developing anti-inflammatory checkpoint receptor antibodies to PD-1 and BTLA, each of which are genetically associated with
inflammatory disease when dysregulated in humans.
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Rosnilimab is an antibody that binds PD-1 in an agonistic manner, leading to reduced T cell activity and anti-inflammatory effects in vivo. PD-1 is a
key inhibitory immune checkpoint receptor expressed by activated T cells. PD-1 activity contributes to downregulation of T cell mediated immune
responses in healthy individuals. We believe insufficient PD-1 activity may be a key biological defect associated with human inflammatory diseases.
According to a 2007 study, genetic mutations in the PD-1 pathway are associated with increased susceptibility to various inflammatory conditions. We
hypothesize that augmenting PD-1 signaling by rosnilimab treatment has the potential to broadly suppress human inflammatory diseases. Rosnilimab was
developed using our proprietary antibody discovery platform. We believe PD-1 agonist antibodies are challenging to discover due to the unique binding
properties required to augment signaling through checkpoint receptors. Rosnilimab has been preclinically tested for key pharmacological properties
(including binding potency, functional activity, epitope specificity, in vivo efficacy and pharmacokinetics) and manufacturability attributes (including
expression and stability). Through translational biology, we plan to focus the clinical development of rosnilimab upon certain human autoimmune diseases
where PD-1 checkpoint receptor function may be under-represented. We presented preclinical data for rosnilimab at the Festival of Biologics Annual
Meeting in March 2020, including translational data demonstrating in vitro activity of rosnilimab in alopecia areata patient samples.
We announced positive top-line data from a healthy volunteer Phase 1 clinical trial of rosnilimab in November 2021. A total of 144 subjects were
enrolled in the randomized, double-blind, placebo-controlled healthy volunteer Phase 1 trial, where single ascending dose (SAD) cohorts were administered
single subcutaneous or intravenous doses of rosnilimab ranging between 0.02mg to 600mg or placebo, while multiple ascending dose (MAD) cohorts
received four weekly subcutaneous doses of rosnilimab ranging between 60mg and 400mg or placebo. Dose escalation was conducted subsequent to data
safety monitoring board review of safety and tolerability parameters following each single and multiple ascending dose level. Rosnilimab was generally
well-tolerated and no dose limiting toxicities were observed. The most frequent adverse event reported among SAD cohorts was increased circulating C-
reactive protein levels of mild severity in nine (10%) rosnilimab-dosed subjects occurring sporadically in a dose-independent manner and a severe
occurrence in one (3.3%) placebo-dosed subject. MAD cohorts reported headache as the most frequent adverse event with mild occurrences in three
(12.5%) rosnilimab-dosed subjects and none in placebo subjects. Mild injection site reactions were observed in two subjects (11.1%) administered with
multiple subcutaneous rosnilimab doses. Two serious adverse events were reported in single dose cohorts, including obstructive pancreatitis in a placebo-
dosed subject and COVID-19 infection in a rosnilimab-dosed subject leading to discontinuation which was deemed unrelated to treatment. No serious
adverse events were reported in subjects receiving multiple doses of rosnilimab or placebo.
Pharmacokinetic analyses demonstrated a favorable profile for rosnilimab with an estimated two-week half-life for subcutaneous and intravenous
routes of administration and approximately 80% bioavailability. Low-titer anti-drug antibodies were detected at low single dose levels in 19 (21%)
rosnilimab-dosed subjects, but none were detected in high single dose or multiple dose subjects. Full PD-1 receptor occupancy was observed rapidly during
the first week following single subcutaneous rosnilimab doses at or above 60mg, and was maintained for at least 30 days at or above 200mg single
subcutaneous doses. These data support monthly subcutaneous dosing of rosnilimab for future patient trials. Rosnilimab’s pharmacodynamic activity
resulted in rapid and sustained reduction in the quantity and functional activity of PD-1+ T cells, which are known to be pathogenic drivers of
inflammatory diseases. Conventional T (Tcon) cells (CD3+, CD25 low) expressing PD-1, which represented approximately 25% of peripheral T cells at
baseline, were reduced by 50%, including in both CD4+ and CD8+ subsets, in a dose-dependent manner and in correlation with receptor occupancy. This
effect was maximized on high-PD-1 expressing Tcon cells, which represented approximately 5% of peripheral T cells, with 90% reduction relative to
baseline. Conversely, total T cells (CD3+), total Tcon cells (CD3+, CD25low) and total regulatory T (Treg) cells (CD3+, CD4+, CD25 bright, CD127-)
were unchanged (<5% change from baseline), resulting in a favorable shift in the ratio of PD-1+ Tcon cells to total Treg cells post-treatment. No effect
(<5% reduction from baseline) was observed on any of the aforementioned cell types in placebo-dosed subjects. In addition, an antigen-specific functional
T cell recall response, measured as ex vivo interferon-gamma released in response to tetanus toxoid challenge, was inhibited in a receptor occupancy
dependent manner and was consistent with the observed reduction of PD-1+ Tcon cells, to a maximum of approximately 90% relative to baseline within 30
days following single rosnilimab dose, while placebo administration had no effect. Based upon these data, we believe rosnilimab’s in vivo mechanism has
the potential to treat T-cell driven human inflammatory diseases. During the fourth quarter of 2021, we initiated AZURE, a randomized placebo-controlled
45-patient Phase 2 trial of rosnilimab in moderate-to-severe alopecia areata patients with at least 50% scalp hair loss for at least 6 months prior to
enrollment, where the primary endpoint is change in severity of alopecia tool (SALT) relative to baseline. We continue to assess clinical development
opportunities for rosnilimab in additional indications, including vitiligo and rheumatoid arthritis, and will make decisions pending additional data.
ANB032 is an antibody that modulates BTLA in a manner that results in anti-inflammatory effects in vivo. BTLA is broadly expressed upon
lymphoid (including T and B) cells and myeloid cells (including dendritic cells) and therefore involved in a spectrum of inflammatory responses. We
believe that the binding of BTLA with LIGHT, a receptor also known as TSFSR14, results in pro-inflammatory signaling across various immune cells, and
that stabilization of BTLA’s binding to
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HVEM, which is mediated by ANB032 treatment, leads to an anti-inflammatory effect in vivo. Genetic studies have demonstrated that dysregulated BTLA
signaling, which favors pro-inflammatory activity, is associated with certain human inflammatory diseases (Lin et al. J Biomed Sci. 2006). ANB032 has
demonstrated in vivo efficacy in an animal disease model.
We are conducting a healthy volunteer Phase 1 trial of ANB032, under an Australian Clinical Trial Notification (“CTN”), and anticipate top-line
data from this trial during the first half of 2022. We presented preclinical data regarding ANB032 at the 2020 Federation of Clinical Immunology Societies
(FOCIS) Virtual Annual Meeting in October 2020.
Our SHM Antibody Discovery Platform
Antibody Overview
Antibodies are complex proteins naturally generated by the immune system to neutralize foreign pathogens such as bacteria or viruses. B cells, a
white blood cell type responsible for the generation of antibodies in response to pathogens, secrete billions of antibodies with different specificities into the
bloodstream. Antibodies are structurally distinct Y-shaped proteins formed through the combination of two long proteins, called heavy chains, and two
short proteins, called light chains. Each heavy and light chain pair forms a binding site where the antibody specifically binds its target, otherwise known as
an antigen, at the Fab domain of the antibody molecule. The specificity of each antibody to a target, and the potency of its binding strength to that target are
defined by the amino acid sequences of heavy and light chains in the Fab domain of the antibody molecule. The other end of the antibody, called the Fc
domain, is responsible for communication between the antibody and the rest of the immune system. Fc domains bind to various receptors and cause
immune system effector responses.
Therapeutic antibodies are typically non-naturally occurring, or recombinant, antibodies specifically developed to treat human diseases by binding
to certain proteins, and thereby modulating key biological processes. Therapeutic antibodies are injectable products that are typically dosed subcutaneously
or intravenously, unlike synthetic chemistry-based “small molecule” therapeutics that may also be administered orally. Therapeutic antibodies have the
following key features that we believe make them more predictable than small molecules:
•
•
•
Target Specificity. Due to the large size and complex nature of the antibody Fab domain, antibodies generally bind with high specificity to the
desired therapeutic target and tend to exhibit less off-target binding to unrelated proteins, which lowers the risk of unintended biological side
effects such as toxicity.
Pharmacokinetics and Dosing Frequency. As complex proteins, antibodies are metabolized and distributed differently than small
molecules. Full length antibodies tend to exhibit serum half-lives of seven to 24 days in humans, leading to bi-weekly or monthly dosing as typical
practice for therapeutic antibodies.
Potency and Dose Quantities. Antibodies are typically highly potent in binding to their desired target, with binding dissociation constants in the
low nanomolar to picomolar range. Hence, antibodies tend to be dosed at low amounts (less than 1 gram quantities per course of therapy).
We believe that therapeutic antibodies can be significantly de-risked pre-clinically for specificity, toxicology and pharmacokinetics, which is not
generally true for small molecule drugs.
Limitations of Competing Antibody Technologies
Despite the promise of antibodies as a therapeutic modality, historically it has been difficult and time consuming to generate therapeutic-grade
antibodies utilizing competing antibody discovery technologies. Such technologies have relied primarily on mouse immunization methodologies (such as
wild-type or engineered mice), microbial antibody display libraries (such as phage or yeast cell display) or human B cell screening to generate antibodies
against therapeutic targets of interest. We believe the key limitations of these competitive approaches include:
•
•
•
Insufficient Diversity. Each of the prior technologies has limited, and often static, diversity of antibodies available for selection. The number of
therapeutic targets that can be addressed by the available antibodies is therefore limited. It is particularly difficult for mouse immunization
approaches to identify therapeutics against conserved proteins that are homologous between human and mouse species;
Lack of Functional Activity Selection. Competing technologies have not been able to drive antibody selection on the basis of functional
activity. Even if antibodies are available against a certain target, they may not bind the correct region or epitope of the protein to achieve the
intended functional therapeutic effects;
Low Potency. Antibodies from competing technologies tend to demonstrate low binding potencies against their targets. Such incomplete binding
may not result in therapeutic effect that is sufficient to change disease outcomes, or require impractically high doses to convey therapeutic benefit;
and
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• Unpredictable Manufacturing Properties. Using microbial display systems such as phage and yeast display libraries has resulted in
unpredictable expression, stability and formulation when manufacturing is initiated using mammalian cells, thus leading to poor production yields
and product stability.
Mouse immunization methodologies. Mouse immunization methodologies involve the administration of human target antigen to mice with wild-
type or engineered immune systems, with the assumption that their immune systems will generate antibodies with sufficient potency against the desired
human antigen epitope to convey biological effect. A key limitation of this approach is that when the mouse is dosed with an antigen that is similar in the
human and mouse, the antigen is seen by the mouse immune system as one of its own proteins, and very few, if any, antibodies are generated. In addition,
the mouse immune system often generates mouse antibodies to epitopes that are not therapeutically relevant to humans, leading the resulting antibodies to
bind the human target but failing to convey therapeutic effect.
Microbial antibody display systems. Microbial antibody display systems require screening of antibodies, typically formatted as antibody fragments,
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from a static library diversity displayed on a bacterial or yeast microbial cell surface. The static nature of these libraries limits the range of antibody
specificities to values around 10 or 10 , which is generally insufficient to avail high-affinity antibodies against many antigens. This can lead to suboptimal
potency and subsequently require phage/yeast antibodies to be matured significantly, typically with random mutagenesis, to obtain therapeutic level
potencies, which is a labor-intensive and inefficient process. In addition, antibodies selected using this approach are expressed through the microbial cell
expression machinery, which differs significantly in terms of manufacturability (expression level, glycosylation, formulation and stability) from
mammalian cell expression typically utilized for clinical and commercial manufacturing of therapeutic antibodies. Such differences typically lead to
difficulties in mammalian cell manufacturing of microbial display-derived antibodies.
Human B cell screening methodologies. Human B cell screening methodologies involve the screening and isolation of antibodies from peripheral
human blood against therapeutic antigens of interest. The key limitation of this approach is that circulating human B cells generally do not develop
antibodies against endogenous proteins because their function is to develop humoral immunity against foreign pathogens, such as bacteria and viruses.
Therefore, it is challenging to obtain therapeutic antibodies against human antigens through this approach.
Our Technology Solution
Our innovative platform is designed to replicate the natural process of SHM embedded within the human immune system to rapidly develop a
diverse range of therapeutic-grade antibodies in vitro. SHM is a critical, endogenous process that generates the essential antibody diversity required to
develop a natural immune response to pathogens. Human genomes encode a limited number of antibody genes, which are insufficient to generate
antibodies against the wide variety of foreign pathogens encountered from the external environment. SHM enables the human immune system to expand
the limited diversity encoded within human genomes to the billions of antibody specificities required to defend against external pathogens.
The key enzyme required for SHM is called activation-induced cytidine deaminase, or AID. AID has been genetically conserved throughout
mammalian biology and is required for the non-random mutagenesis pattern associated with SHM. AID is specifically expressed by B cells after contact
with a foreign pathogen and modifies antibody sequences in a non-random fashion. Through SHM, B cells evolve antibodies with the potency and
specificity required to clear the foreign pathogen. However, within the in vivo environment, SHM does not generally progress to the creation of high
potency antibodies or develop antibodies against the body’s own proteins.
By coupling in vitro SHM with our mammalian cell system that simultaneously displays and secretes antibodies, we believe SHM is able to rapidly
identify and mature antibodies with desired functional activity to high potency while simultaneously mitigating the risks associated with manufacturing. We
introduce AID into mammalian cells to replicate the non-random mutagenesis SHM pattern observed within B cells in vivo. Starting with a library of either
fully-human or humanized antibodies, our platform generates AID-based variants of the starting antibody library throughout the process. We have
demonstrated that the pattern of mutagenesis we observe in vitro using our platform technology closely mimics the pattern observed among in vivo
generated antibodies, thereby increasing confidence that antibodies generated by our platform will be tolerated when used as therapeutic drugs in humans.
By selecting antibodies based on their antigen binding from the broad antibody library population SHM develops, we are able to evolve in an
iterative fashion the binding potency and function of antibodies to levels that we believe will be required for therapeutic use. We believe this approach
allows us to rapidly generate antibodies with high binding potency against a target. Through this approach, we have successfully generated therapeutic
antibody product candidates to more than 25 targets, including targets that we believe have been challenging for competing antibody technology platforms
to generate.
Each evolving antibody is expressed within the SHM-active mammalian cell to concurrently display the evolved antibody on the cell surface to
permit cell sorting selection for potency properties while the same antibody is secreted into the extracellular media at sufficient quantities to permit
functional assays to be conducted. In this manner, the evolving antibodies
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expressed by each transfected cell are assessed in a high-throughput fashion for the desired functional activity relevant to the therapeutic mechanism.
We believe our antibody discovery platform, as described above, has the following advantages over competing approaches:
• Diversity against difficult targets. We are able to generate an unprecedented diversity of antibodies by applying SHM-based diversification
outside of the constraints of an in vivo environment. This enables us to develop antibodies against human targets that we believe have not
otherwise been accessible to prior technologies.
• High potency. Because our platform generates highly-potent antibodies, we are potentially able to modulate every extracellular target associated
with human disease, and believe only small therapeutic doses may be required to mediate therapeutic effect in vivo.
•
•
Functional activity selection. Our mammalian cell system simultaneously displays and secretes antibodies during the antibody discovery
process, allowing us to incorporate functional assays throughout the process and focus on producing product candidates that are optimized for the
desired therapeutic activity.
Speed. Our platform technology has enabled us to generate therapeutic-grade antibodies and initiate subsequent preclinical manufacturing and
toxicology studies, typically in less than 12 months. We believe this timeline is significantly shorter than conventional approaches based upon
mouse immunization and microbial display systems.
• Manufacturability. By utilizing our mammalian cell display system, we believe our approach increases the probability of success in
manufacturing and commercialization by mitigating the risks associated with antibody expression, formulation and stability during the antibody
generation process.
Collaborations
GlaxoSmithKline
In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc. (“Tesaro”), an
oncology-focused biopharmaceutical company now a part of GlaxoSmithKline (Tesaro and GlaxoSmithKline are hereinafter referred to, collectively, as
“GSK”). We executed an amendment in November 2014 to add an additional dual-reactive antibody product candidate. Under the terms of the GSK
Agreement, as amended, we granted GSK an exclusive, royalty-bearing, sub-licensable worldwide license to research, develop, manufacture, market and
sell products based on our proprietary technology for the discovery, generation and optimization of certain specified immunotherapy antibodies. We have
granted GSK exclusive rights to three monospecific antibody product candidates targeting TIM-3 (TSR-022), LAG-3 (TSR-033) and PD-1 (TSR-042) and
a bispecific antibody product candidates targeting PD-1 and LAG-3. Under the GSK Agreement, as amended, we are responsible for performing initial
discovery and development of therapeutic antibodies with the goal of generating immunotherapy antibodies for use in the treatment of cancer. GSK is
responsible for all subsequent preclinical, clinical, regulatory, manufacturing and other activities necessary to develop and commercialize antibodies
selected under each of six development programs, and GSK is obligated to use commercially reasonable efforts to research, develop and commercialize at
least one product to each of the four targets. During the term, other than under the collaboration, and except as amended by the October 23, 2020
amendment of the GSK Agreement (described below), both GSK and we are prohibited from developing and commercializing, independently or with a
third party, any agents targeting LAG-3, PD-1 or TIM- 3, as single agents or in combination with other therapies. We completed our responsibilities under
the terms of the GSK Agreement as of December 31, 2016 to generate and develop antibodies to certain defined stages of preclinical development.
Under the terms of the GSK Agreement, as amended, GSK made up-front, non-creditable and non-refundable cash payments aggregating $19.0
million to us during 2014. GSK was also required to reimburse us on a quarterly basis for specified costs incurred by us in our initial discovery and
development activities covered by the agreement. For each of the targets for which GSK is granted exclusive rights, GSK is required to make milestone
payments to us of up to $18.0 million if certain research and development milestone events are achieved, up to an additional $90.0 million of milestone
payments if certain U.S. and non-U.S. regulatory submissions and approvals occur in initial and subsequent indications, and up to an additional $165.0
million upon the achievement of specified levels of annual worldwide net sales. GSK will also be required to pay us tiered royalties ranging from 4% to
8%, for each product developed under the agreement, except in the case of dostarlimab where the royalties payable will be 8% to 25% (as explained in
more detail below in connection with the October 23, 2020 amendment of the GSK Agreement), on a product- by-product basis, on worldwide annual net
sales, and additional commercial milestone payments if specified levels of annual net sales of a product are attained.
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On October 23, 2020, we again amended the GSK Agreement (the “2020 Amendment”). Under the 2020 Amendment, we agreed to permit GSK to
conduct development and commercialization of Zejula in combination with any third-party molecules. Zejula is an oral, once-daily poly (ADP-ribose)
polymerase (PARP) inhibitor, which has received U.S. approval for the maintenance treatment of adult patients with advanced epithelial ovarian, fallopian
tube, or primary peritoneal cancer who are in a complete or partial response to first-line platinum-based chemotherapy, has been approved for certain other
indications, and is under development for additional cancer indications as well. In addition, under the 2020 Amendment, we were granted increased
royalties upon sales of dostarlimab, an anti-PD-1 antagonist antibody under development by GSK for multiple oncological disorders, including endometrial
cancer, non-small cell lung cancer, ovarian cancer, colorectal cancer and mismatch repair deficient solid tumors, equal to 8% of Net Sales (as defined in the
GSK Agreement) below $1.0 billion and from 12% up to 25% of Net Sales above $1.0 billion. The 2020 Amendment also provided for a one-time non-
refundable cash payment of $60.0 million that we received in the fourth quarter of 2020. GSK also agreed, starting January 1, 2021, to pay us a 1% royalty
on all GSK Net Sales of Zejula. The $1.1 billion in cash milestone payments due under the GSK Agreement remain unchanged. Additionally, under the
terms of the 2020 Amendment, GSK has agreed to certain diligence commitments with respect to the future development of dostarlimab, and the parties
have agreed to review such commitments under regular joint review committee meetings going forward.
This GSK Agreement, as amended, expires when no further payments are due to us, unless earlier terminated. Either party may terminate the GSK
Agreement, as amended, in the event of an uncured material breach by the other party. GSK may terminate the GSK Agreement, as amended, at any time
upon 90 days’ prior written notice to us.
In October 2021, we signed the Royalty Monetization Agreement with Sagard. Pursuant to this transaction, we received a $250.0 million payment
upon closing in December 2021, in exchange for JEMPERLI royalties due to us on annual commercial sales below $1.0 billion and certain future
milestones starting in October 2021. The aggregate JEMPERLI royalties and milestones to be received by Sagard under the Royalty Monetization
Agreement is capped at certain fixed multiples of the upfront payment based upon time.
Bristol-Myers Squibb
In December 2011, we entered into a license and collaboration agreement (the “BMS Agreement”) with Celgene, now a part of Bristol-Myers
Squibb (Celgene and Bristol-Myers Squibb are hereinafter referred to, collectively, as “BMS”), to develop therapeutic antibodies against multiple
targets. We completed our responsibilities under the terms of the BMS Agreement to generate antibodies against various mutually agreed biological targets
during fiscal 2014. On a target-by-target basis, we provided BMS an option to obtain rights to develop and commercialize a defined number of antibodies
against each target. We were successful in generating antibodies against multiple targets and BMS has exercised its option with respect to antibodies
against three targets. BMS is currently advancing two anti-inflammatory antibodies, of which an anti-PD-1 agonist antibody, also known as CC-90006, is
currently in a Phase 1 clinical trial, while the other program is currently in preclinical development.
Upon execution of the BMS Agreement in 2011, BMS paid us a one-time, non-refundable, non-creditable initial fee of $6.0 million. BMS has
reimbursed us for specified research costs in accordance with the research plans. BMS is also obligated, on a project-by-project basis, to pay us up to a total
of an additional $18.0 million if certain research and development milestone events are achieved under such project and up to a total of an additional $35.0
million if certain regulatory milestone events are achieved under such project. BMS will also be required to pay us single digit royalties on net sales of
products containing the delivered antibodies on a product-by-product and country-by-country basis until the later of the expiration of the last patent right
that covers manufacture, use or sale of such product in such country, and in any case at least 10 years after the first commercial sale of the product in such
country.
The BMS Agreement continues until our royalty rights on any BMS product resulting from the collaboration expire, which period will last at least
ten years after any such product first goes to market. Either we or BMS may terminate the BMS Agreement in the event of an uncured material breach by
the other party.
In-Licensing Agreements License Agreement with UKRI
In 2006, we entered into an exclusive worldwide license agreement with the Medical Research Council, which has subsequently been acquired by
United Kingdom Research and Innovation, or UKRI, to obtain rights to multiple patents and patent applications relating to fundamental discoveries with
respect to SHM and AID by Dr. Michael Neuberger and his colleagues. We since amended this license agreement to include additional subject matter and
reflect the change in ownership. Under the terms of the agreement, or the UKRI Agreement, we obtained an exclusive, worldwide, sub-licensable license
under specified patent rights to manufacture, use, sell and commercialize products and methods covered by such patents for all fields of use. We are
responsible for prosecution of the licensed patents and the development of therapeutic products covered by the intellectual property. We are obligated to
research and develop licensed methods and licensed products for the
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purpose of commercializing such methods and products at least as diligently as we research and develop our other products of similar market potential and
stages of development.
We are responsible for paying UKRI an annual fee of $55,000. Additionally, for each product developed and commercialized under the UKRI
Agreement, we are obligated to pay UKRI up to an additional $175,000 upon the achievement of specified development milestone events and up to an
additional $275,000 upon the achievement of specified regulatory milestone events. In addition, we owe UKRI royalties at 0.25% of annual net sales for
worldwide sales on a product-by-product at or below $750.0 million and 1% of annual net sales of products worldwide above $750.0 million, payable on a
country-by-country basis until the expiration of the last licensed patent covering such product in such country. Under this license agreement, we have rights
to 14 patents worldwide as of December 31, 2021.
Unless earlier terminated, the UKRI Agreement will expire upon expiration of all royalty payment obligations under the UKRI Agreement. Either
party may terminate the UKRI Agreement in the event of an uncured material breach by the other party or upon the occurrence of specified bankruptcy
events for the other party. We may terminate the UKRI Agreement upon 60 days’ notice to UKRI.
License Agreement with Millipore
In May 2009, we signed a non-exclusive research and commercial license agreement with Millipore Corporation, or Millipore, to obtain a non-
exclusive license to patents and patent applications directed to the ubiquitous chromatin opening elements technology for the expression of proteins,
particularly antibodies, generated by us, which license may be sublicensed to our contractors and partners. Under the terms of the agreement, or the
Millipore Agreement, we are obligated to pay Millipore $87,500 in annual license fees, adjusted annually for inflation using the Consumer Price
Index. Additionally, for each product developed and commercialized under the Millipore Agreement, we are obligated to pay Millipore up to an additional
$750,000 upon the achievement of specified development milestone events and up to an additional $4.4 million upon the achievement of specified
commercial milestone events. We do not owe Millipore any royalties on net sales of products commercialized under the Millipore Agreement.
Unless affirmatively terminated by one of the parties, the Millipore Agreement will continue in effect. Either party may terminate the Millipore
Agreement in the event of an uncured material breach by the other party. We may terminate the Millipore Agreement upon 90 days’ notice to Millipore.
Australian Operations
In March 2015, we established a wholly-owned Australian subsidiary called AnaptysBio Pty Ltd, in order to conduct various preclinical and
clinical activities for etokimab and imsidolimab. By establishing operations in Australia, we are able to access an established network of manufacturing and
clinical development support contractors located in Australia and benefit from Australia’s streamlined approval processes for the initiation of first-in human
studies. We have few employees with experience advancing product candidates through the Australian regulatory review process and have therefore
engaged Australian consultants with expertise in the regulatory requirements and clinical development of therapeutic products in Australia. We are also
working with established manufacturing and clinical development support contractors located in Australia, who are familiar with Australian regulatory and
product development processes.
Intellectual Property
Our intellectual property is critical to our business and we strive to protect it, including by obtaining and maintaining patent protection in the United
States and internationally for our technology platform, product candidates, novel biological discoveries, epitopes, new therapeutic approaches and potential
indications, and other inventions that are important to our business. In total, our patent portfolio, including patents to our technology platform licensed from
UKRI, as well as patents co-owned with GSK consisted of approximately 66 issued patents and 101 pending patent applications as of December 31, 2021.
For our product candidates, generally we initially pursue patent protection covering compositions of matter including antibody sequences, methods
of use, and methods of production. Throughout the development of our product candidates, we seek to identify additional means of obtaining patent
protection that would potentially enhance commercial success.
The patent portfolios for our internal programs and platform technology are outlined below:
Imsidolimab
As of December 31, 2021, we owned 23 patents and patent applications in various countries directed to the antibody sequence of imsidolimab and
its variants, methods of use and related matters. We intend to prosecute our pending applications and pursue patent issuance and protection in key
commercial markets where significant product sales may occur. Patents that may issue from our pending applications would provide protection until July
2041.
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Rosnilimab
As of December 31, 2021, we owned 15 patent applications in various countries directed to the antibody sequence of rosnilimab and its variants,
methods of use and related matters. We intend to prosecute our pending applications and pursue patent issuance and protection in key commercial markets
where significant product sales may occur. Patents that may issue from our pending applications would provide protection until June 2040.
ANB032
As of December 31, 2021, we owned one international (PCT) patent application directed to the antibody sequence of ANB032 and its variants,
methods of use and related matters. We intend to prosecute this pending application and, perhaps, other patent applications, and pursue patent issuance and
protection in key commercial markets where significant product sales may occur. Patents that may issue from our pending application would provide
protection until October 2041.
Dostarlimab (GSK4057190)
As of December 31, 2021, we owned or co-owned 23 patents and patent applications in various countries directed to the antibody sequence of
GSK4057190 (dostarlimab), an anti-PD-1 antagonist, and its variants, methods of use and related matters. We intend to prosecute our pending applications
and pursue patent issuance and protection in key commercial markets where significant product sales may occur. Patents that may issue from our pending
applications would provide protection until June 2038.
Cobolimab (GSK4069889)
As of December 31, 2021, we owned or co-owned 20 patents and patent applications in various countries directed to the antibody sequence of
GSK4069889 (cobolimab), an anti-TIM-3 antagonist, and its variants, methods of use and related matters. We intend to prosecute our pending applications
and pursue patent issuance and protection in key commercial markets where significant product sales may occur. Patents that may issue from our pending
applications would provide protection until November 2037.
GSK4074386
As of December 31, 2021, we owned or co-owned 36 patents and patent applications in various countries directed to the antibody sequence of
GSK4074386, an anti-LAG-3 antagonist, and its variants, methods of use and related matters. We intend to prosecute our pending applications and pursue
patent issuance and protection in key commercial markets where significant product sales may occur. Patents that may issue from our pending applications
would provide protection until April 2038.
Platform Technology
Our platform technology is covered by U.S. and foreign issued patents, emanating from our in-licensed portfolio and wholly-owned portfolio, in
various jurisdictions.
Our portfolio includes patents directed to platform technology related inventions associated with antibody library design, antibody humanization,
mammalian cell display and secretion, and other technical attributes relating to the discovery, maturation and optimization of antibodies using our
technology platform. Patents relating to our platform technology that have been issued to date provide protection through May 2033.
The patent positions of biotechnology companies like ours are generally uncertain and involve complex legal, scientific and factual questions. In
addition, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after
issuance. Consequently, we may not obtain or maintain adequate patent protection for any of our product candidates or for our technology platform. We
cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any
issued patents will provide sufficient proprietary protection from competitors. Any patents that we hold may be challenged, circumvented or invalidated by
third parties. For a more comprehensive discussion of the risks related to our intellectual property, please see “Risk Factors— Risks Related to Our
Intellectual Property.”
The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries in which we
file, the patent term is 20 years from the earliest date of filing a non-provisional patent application related to the patent. A U.S. patent also may be accorded
a patent term adjustment, or PTA, under certain circumstances to compensate for delays in obtaining the patent from the U.S. Patent and Trademark Office,
or USPTO. In some instances, such a PTA may result in a U.S. patent term extending beyond 20 years from the earliest date of filing a non-provisional
patent application related to the U.S. patent. In addition, the term of a U.S. patent that covers an FDA-approved drug may also be eligible for patent term
extension, which permits patent term restoration as compensation for the patent term lost during the
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FDA regulatory review process. The Hatch-Waxman Act permits a patent term extension of up to five years beyond the expiration of the patent. The length
of the patent term extension is related to the length of time the drug is under regulatory review. Patent term extension cannot extend the remaining term of a
patent beyond a total of 14 years from the date of product approval and only one patent applicable to an approved drug may be extended. Similar provisions
are available in Europe and other foreign jurisdictions to extend the term of a patent that covers an approved drug. In the future, if and when our products
receive FDA approval, we expect to apply for patent term extensions on patents covering those products. We plan to seek patent term extensions to any of
our issued patents in any jurisdiction where these are available, however there is no guarantee that the applicable authorities, including the FDA in the
United States, will agree with our assessment of whether such extensions should be granted, and if granted, the length of such extensions.
We also rely on trade secrets relating to our technology platform and product candidates and seek to protect and maintain the confidentiality of
proprietary information to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. Although
we take steps to protect our proprietary information and trade secrets, including through contractual means with our employees and consultants, third
parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose
our technology. Thus, we may not be able to meaningfully protect our trade secrets.
It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute
confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential
information concerning our business or financial affairs developed or made known to the individual during the course of the individual’s relationship with
us is to be kept confidential and not disclosed to third parties except in specific circumstances. Our agreements with employees also provide that all
inventions conceived by the employee in the course of employment with us or from the employee’s use of our confidential information are our exclusive
property.
Manufacturing
We must manufacture drug product for clinical trial use in compliance with current good manufacturing practices, or cGMP. The cGMP regulations
include requirements relating to organization of personnel, buildings and facilities, equipment, control of components and drug product containers and
closures, production and process controls, packaging and labeling controls, holding and distribution, laboratory controls, records and reports, and returned
or salvaged products. The manufacturing facilities for our product candidates must meet cGMP requirements and FDA satisfaction before any product is
approved and we can manufacture commercial products. Our third-party manufacturers will also be subject to periodic inspections of facilities by the FDA
and other authorities, including procedures and operations used in the testing and manufacture of our products to assess our compliance with applicable
regulations.
Our internal manufacturing capabilities include non-cGMP antibody and reagent production using small scale quantities for characterization and in
vitro and in vivo preclinical assessment of product candidates. We do not have and we do not currently plan to acquire or develop the facilities or
capabilities to manufacture cGMP drug substance or filled drug product for use in human clinical trials.
We rely on third-party manufacturers to generate cGMP-grade cell lines and will rely on them to produce cGMP drug product required for our
planned clinical trials, and we expect to continue to rely on third parties to manufacture clinical trial drug supplies for the foreseeable future. We also
contract with additional third parties for the filling, labeling, packaging, storage and distribution of investigational drug products. We have personnel with
significant technical, manufacturing, analytical, quality, including cGMP, and project management experience to oversee our third-party manufacturers and
to manage manufacturing and quality data and information for regulatory compliance purposes. While our contract manufacturers have not yet produced
commercially-approved cGMP batches of our product candidates, they have previously manufactured products for other companies in compliance with
cGMP and have been previously inspected by regulatory authorities for compliance with cGMP standards. Similarly, our personnel have had experience
with cGMP at previous positions.
Failure to comply with statutory and regulatory requirements subjects a manufacturer to possible legal or regulatory action, including warning
letters, the seizure or recall of products, injunctions, consent decrees placing significant restrictions on or suspending manufacturing operations and civil
and criminal penalties. These actions could have a material impact on the availability of our products. Contract manufacturers often encounter difficulties
involving production yields, quality control and quality assurance, as well as shortages of qualified personnel.
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Competition
The biotechnology and pharmaceutical industries are characterized by continuing technological advancement and significant competition. While we
believe that our product candidates, technology, knowledge, experience and scientific resources provide us with competitive advantages, we face
competition from major pharmaceutical and biotechnology companies, academic institutions, governmental agencies and public and private research
institutions, among others. Any product candidates that we successfully develop and commercialize will compete with existing therapies and new therapies
that may become available in the future. Key product features that would affect our ability to effectively compete with other therapeutics include the
efficacy, safety and convenience of our products and the ease of use and effectiveness of any companion diagnostics. The level of generic competition and
the availability of reimbursement from government and other third-party payors will also significantly affect the pricing and competitiveness of our
products. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which
could result in our competitors establishing a strong market position before we are able to enter the market.
Many of the companies against which we may compete have significantly greater financial resources and expertise in research and development,
manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Smaller or early-
stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These
competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient
registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.
Specifically, there are several companies developing or marketing treatments that may be approved for the same indications and/or diseases as our
product candidates, including major pharmaceutical companies.
For GPP, our competitors include marketed therapies such as secukinumab (Cosentyx; Novartis), which binds IL-17A; ustekinumab (Stelara;
Janssen), which blocks IL-12 and 23 cytokine function; and acitretin (Soriatane; GSK), as well as therapies in development such as guselkumab (Janssen),
which blocks IL-23 cytokine function, gevokizumab (Xoma 052) and canakinumab (Ilaris, Novartis), which binds IL-1 beta, anakinra (Kineret; Swedish
Orphan Biovitrum AB), a recombinant form of the IL-1 receptor antagonist,an anti-IL-36 receptor antibody called spesolimab or BI-655130 (Boehringer
Ingelheim) and an anti-IL-36 receptor antibody called REGN6490 (Regeneron).
For acne, our competitors include retinoids and retinoid-like drugs, including tretinoin (Avita, Retin-A, adapalene (Differin) and tazarotene
(Tazorac, Avage), antibiotics including clindamycin (Benzaclin, Duac) and erythromycin (Benzamycin) and isotretinoin (Amnesteem, Claravis, Accutane)
and oral antibiotics including sarecycline (Seysara).
For hidradenitis suppurativa, our competitors include adalimumab (Humira; Abbvie) which is approved for the treatment of moderate to severe
hidradenitis suppurativa for patients 12 years of age or older.
For our PD-1 agonist antibody program, our competitors include CC-90006 (BMS), which is an anti-PD-1 agonist antibody developed under our
partnership with BMS, a BTLA modulator antibody called LY3361237 being developed by Eli Lilly, a PD-1 agonist antibody called LY3462817 also being
developed by Eli Lilly, a PD-1 agonist antibody called JNJ-67484703 (Janssen), two PD-1 agonist antibodies called PT627 and PT001 being developed by
Pandion Therapeutics, which has been acquired by Merck and a PD-1 agonist antibody under preclinical development by MiroBio. Our competitors in
moderate-to-severe alopecia areata include topical and oral corticosteroids, topical immunotherapy (diphencyprone, dinitrochlorobenzene, squaric acid
dibutyl ester), calcineurin inhibitors (tacrolimus, pimecrolimus), prostaglandins and janus kinase inhibitors (tofacitinib, rixolitinib) currently in
development. Our BTLA agonist antibody program competitors include LY3361237 (Lilly) which has demonstrated efficacy in treatment of systemic lupus
erythematous as measured by the cutaneous lupus erythematosus disease area and severity index (CLASI), and a preclinical antibody under development at
MiroBio.
Government Regulation and Product Approval
Government authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, including the European
Union, extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging, storage,
recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of pharmaceutical
products. The processes for obtaining regulatory approvals in the United States and in foreign countries and jurisdictions, along with subsequent
compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources.
FDA approval process
In the United States, pharmaceutical products are subject to extensive regulation by the FDA. The Federal Food, Drug, and Cosmetic Act, or the
FDC Act, and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage,
recordkeeping, approval, labeling, promotion and marketing, distribution,
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post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. Biological products used for the prevention,
treatment, or cure of a disease or condition of a human being are subject to regulation under the FDC Act, except the section of the FDC Act which governs
the approval of new drug applications, or NDAs. Biological products are approved for marketing under provisions of the Public Health Service Act, or
PHSA, via a BLA. However, the application process and requirements for approval of BLAs are similar to those for NDAs, and biologics are associated
with similar approval risks and costs as drugs. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or
judicial sanctions, such as clinical hold, FDA refusal to approve pending NDAs or BLAs, warning or untitled letters, product recalls, product seizures, total
or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution.
Biological product development for a new product or certain changes to an approved product in the United States typically involves preclinical
laboratory and animal tests, the submission to the FDA of an IND, which must become effective before clinical testing may commence in the United States,
and adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug for each indication for which FDA approval is
sought. Satisfaction of FDA premarket approval requirements typically takes many years and the actual time required may vary substantially based upon
the type, complexity, and novelty of the product or disease.
Preclinical tests include laboratory evaluation of product chemistry, formulation, and toxicity, as well as animal trials to assess the characteristics
and potential safety and efficacy of the product. The conduct of the preclinical tests must comply with federal regulations and requirements, including good
laboratory practices, or GLPs. The results of preclinical testing are submitted to the FDA as part of an IND along with other information, including
information about product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long term preclinical tests, such as animal tests of
reproductive toxicity and carcinogenicity, may continue after the IND is submitted. A 30-day waiting period after the submission of each IND is required
prior to the commencement of clinical testing in humans. If the FDA has neither commented on nor questioned the IND within this 30-day period, the
clinical trial proposed in the IND may begin. Clinical trials involve the administration of the investigational biologic to healthy volunteers or patients under
the supervision of a qualified investigator. Clinical trials must be conducted: (i) in compliance with federal regulations; (ii) in compliance with good
clinical practices, or GCPs, an international standard meant to protect the rights and health of patients and to define the roles of clinical trial sponsors,
administrators, and monitors; as well as (iii) under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety, and the
effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA
as part of the IND.
The FDA may order the temporary, or permanent, discontinuation of a clinical trial at any time, or impose other sanctions if it believes that the
clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial patients. The trial
protocol and informed consent information for patients in clinical trials must also be submitted to an institutional review board, or IRB, for approval. An
IRB may also require the clinical trial at the site to be halted, either temporarily or permanently, for failure to comply with the IRB’s requirements, or may
impose other conditions.
Clinical trials to support BLAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In Phase 1,
the initial introduction of the biologic into healthy human subjects or patients, the product is tested to assess metabolism, pharmacokinetics,
pharmacological actions, side effects associated with increasing doses, and, if possible, early evidence on effectiveness. Phase 2 usually involves clinical
trials in a limited patient population to determine the effectiveness of the drug or biologic for a particular indication, dosage tolerance, and optimal dosage,
and to identify common adverse effects and safety risks. If a compound demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2
evaluations, Phase 3 clinical trials are undertaken to obtain the additional information about clinical efficacy and safety in a larger number of patients,
typically at geographically dispersed clinical trial sites, to permit the FDA to evaluate the overall benefit risk relationship of the drug or biologic and to
provide adequate information for the labeling of the product. In most cases, the FDA requires two adequate and well-controlled Phase 3 clinical trials to
demonstrate the efficacy of the biologic. A single Phase 3 clinical trial may be sufficient in rare instances, including (i) where the clinical trial is a large
multicenter clinical trial demonstrating internal consistency and a statistically persuasive finding of a clinically meaningful effect on mortality, irreversible
morbidity or prevention of a disease with a potentially serious outcome and confirmation of the result in a second clinical trial would be practically or
ethically impossible or (ii) when in conjunction with other confirmatory evidence.
After completion of the required clinical testing, a BLA is prepared and submitted to the FDA. FDA approval of the BLA is required before
marketing of the product may begin in the United States. The BLA must include the results of all preclinical, clinical, and other testing and a compilation of
data relating to the product’s pharmacology, chemistry, manufacture, and controls. The cost of preparing and submitting a BLA is substantial. The
submission of most BLAs is additionally subject to a substantial application user fee, and the applicant under an approved BLA is also subject to annual
product and establishment user fees. These fees are typically increased annually. The FDA has 60 days from its receipt of a BLA to determine whether the
application will be accepted for filing based on the agency’s threshold determination that it is sufficiently
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complete to permit substantive review. Once the submission is filed, the FDA begins an in-depth review. The FDA has agreed to certain performance goals
in the review of BLAs. Most such applications for standard review biologic products are reviewed within 10 months of the date the BLA is filed with the
FDA; most applications for priority review biologics are reviewed within six months of the date the BLA is filed with the FDA. Priority review can be
applied to a biologic that the FDA determines has the potential to treat a serious or life-threatening condition and, if approved, would be a significant
improvement in safety or effectiveness compared to available therapies. The review process for both standard and priority review may be extended by the
FDA for three additional months to consider certain late-submitted information or information intended to clarify information already provided in the
submission.
The FDA may also refer applications for novel biologic products, or biologic products that present difficult questions of safety or efficacy, to an
advisory committee—typically a panel that includes clinicians and other experts—for review, evaluation, and a recommendation as to whether the
application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such
recommendations. Before approving a BLA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. Additionally, the
FDA will inspect the facility or the facilities at which the biologic product is manufactured. The FDA will not approve the product unless compliance with
cGMP is satisfactory and the BLA contains data that provide substantial evidence that the biologic is safe, pure, potent and effective in the indication
studied.
After the FDA evaluates the BLA and the manufacturing facilities, it issues either an approval letter or a complete response letter. A complete
response letter generally outlines the deficiencies in the submission and may require substantial additional testing, or information, in order for the FDA to
reconsider the application. If, or when, those deficiencies have been addressed to the FDA’s satisfaction in a resubmission of the BLA, the FDA will issue
an approval letter. The FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included. An
approval letter authorizes commercial marketing of the biologic with specific prescribing information for specific indications. As a condition of BLA
approval, the FDA may require a risk evaluation and mitigation strategy, or REMS to help ensure that the benefits of the biologic outweigh the potential
risks. REMS can include medication guides, communication plans for health care professionals, and elements to assure safe use, or ETASU. ETASU can
include, but are not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances, special
monitoring, and the use of patient registries. The requirement for a REMS can materially affect the potential market and profitability of the
product. Moreover, product approval may require substantial post-approval testing and surveillance to monitor the product’s safety or efficacy.
Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained or problems are identified following
initial marketing. Changes to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing
processes or facilities, require submission and FDA approval of a new BLA or BLA supplement before the change can be implemented. A BLA
supplement for a new indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures and actions
in reviewing BLA supplements as it does in reviewing BLAs.
Foreign clinical studies to support an IND
The FDA will accept as support for an IND a well-designed, well-conducted, non-IND foreign clinical study if it was conducted in accordance with
GCP and the FDA is able to validate the data from the study through an onsite inspection, if necessary. A sponsor or applicant who wishes to rely on a non-
IND foreign clinical study to support an IND must submit the following supporting information to the FDA to demonstrate that the study conformed to
GCP:
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the investigator’s qualifications;
a description of the research facilities;
a detailed summary of the protocol and study results and, if requested, case records or additional background data;
a description of the drug substance and drug product, including the components, formulation, specifications, and, if available, the bioavailability of
the drug product;
information showing that the study is adequate and well controlled;
the name and address of the independent ethics committee that reviewed the study and a statement that the independent ethics committee meets the
required definition;
a summary of the independent ethics committee’s decision to approve or modify and approve the study, or to provide a favorable opinion;
a description of how informed consent was obtained;
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a description of what incentives, if any, were provided to subjects to participate;
a description of how the sponsors monitored the study and ensured that the study was consistent with the protocol;
a description of how investigators were trained to comply with GCP and to conduct the study in accordance with the study protocol; and
a statement on whether written commitments by investigators to comply with GCP and the protocol were obtained.
Orphan Drug Designation
Under the Orphan Drug Act, the FDA may grant Orphan Drug Designation to biological products intended to treat a rare disease or condition—
generally a disease or condition that (i) affects fewer than 200,000 individuals in the United States, or (ii) affects more than 200,000 individuals in the
United States and there is no reasonable expectation that the cost of developing and making a product available in the United States for such disease or
condition will be recovered from sales of the product.
Orphan Drug Designation must be requested before submitting a BLA. After the FDA grants Orphan Drug Designation, the generic identity of the
biological product and its potential orphan use are disclosed publicly by the FDA. Orphan Drug Designation does not convey any advantage in, or shorten
the duration of, the regulatory review and approval process. The first BLA applicant to receive FDA approval for a biological product containing a
particular active moiety to treat a particular disease with FDA Orphan Drug Designation is entitled to a seven-year exclusive marketing period in the
United States for that product for that indication. During the seven-year exclusivity period, the FDA may not approve any other applications to market a
biological product containing the same active moiety for the same disease, except in limited circumstances, such as a showing of clinical superiority to the
product with orphan drug exclusivity. A product is clinically superior if it is safer, more effective or makes a major contribution to patient care. Orphan
drug exclusivity does not prevent the FDA from approving a different drug or biological product for the same disease or condition, or the same biological
product for a different disease or condition. Among the other benefits of Orphan Drug Designation are tax credits for certain research and a waiver of the
BLA user fee.
Disclosure of clinical trial information
Sponsors of clinical trials of FDA-regulated products, including biological products, are required to register and disclose certain clinical trial
information. Information related to the product, patient population, phase of investigation, trial sites and investigators, and other aspects of the clinical trial
is then made public as part of the registration. Sponsors are also obligated to discuss the results of their clinical trials after completion. Disclosure of the
results of these clinical trials can be delayed in certain circumstances for up to two years after the date of completion of the clinical trial. Competitors may
use this publicly available information to gain knowledge regarding the progress of development programs.
Pediatric information
Under the Pediatric Research Equity Act, or PREA, NDAs or BLAs or supplements to NDAs or BLAs must contain data to assess the safety and
effectiveness of the biological product for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each
pediatric subpopulation for which the biological product is safe and effective. The FDA may grant full or partial waivers, or deferrals, for submission of
data. Unless otherwise required by regulation, the PREA does not apply to any biological product for an indication for which Orphan Drug Designation has
been granted.
The Best Pharmaceuticals for Children Act, or BPCA, provides sponsors of NDAs with an additional six-month period of market exclusivity for all
unexpired patent or non-patent exclusivity on all forms of the drug containing the active moiety if the sponsor submits results of pediatric studies
specifically requested by the FDA under BPCA within required timeframes. The BPCA provides sponsors of BLAs an additional six-month extension for
all unexpired non-patent market exclusivity on all forms of the biological containing the active moiety pursuant to the BPCA if the conditions under the
BPCA are met.
Additional controls for biologics
To help reduce the increased risk of the introduction of adventitious agents, the PHSA emphasizes the importance of manufacturing controls for
products whose attributes cannot be precisely defined. The PHSA also provides authority to the FDA to immediately suspend licenses in situations where
there exists a danger to public health, to prepare or procure products in the event of shortages and critical public health needs, and to authorize the creation
and enforcement of regulations to prevent the introduction or spread of communicable diseases in the United States and between states.
After a BLA is approved, the product may also be subject to official lot release as a condition of approval. As part of the manufacturing process, the
manufacturer is required to perform certain tests on each lot of the product before it is released for
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distribution. If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of product to the FDA together with a
release protocol showing a summary of the history of manufacture of the lot and the results of all of the manufacturer’s tests performed on the lot. The FDA
may also perform certain confirmatory tests on lots of some products, such as viral vaccines, before releasing the lots for distribution by the manufacturer.
In addition, the FDA conducts laboratory research related to the regulatory standards on the safety, purity, potency, and effectiveness of biological
products. As with drugs, after approval of biologics, manufacturers must address any safety issues that arise, are subject to recalls or a halt in
manufacturing, and are subject to periodic inspection after approval.
Patent term restoration
After approval, owners of relevant drug or biologic patents may apply for up to a five year patent extension. The allowable patent term extension is
calculated as half of the drug’s testing phase—the time between IND application and NDA or BLA submission—and all of the review phase—the time
between NDA or BLA submission and approval up to a maximum of five years. The time can be shortened if FDA determines that the applicant did not
pursue approval with due diligence. The total patent term after the extension may not exceed 14 years.
For patents that might expire during the application phase, the patent owner may request an interim patent extension. An interim patent extension
increases the patent term by one year and may be renewed up to four times. For each interim patent extension granted, the post-approval patent extension
is reduced by one year. The director of the USPTO must determine that approval of the drug covered by the patent for which a patent extension is being
sought is likely. Interim patent extensions are not available for a drug or biologic for which an NDA or BLA has not been submitted.
Biosimilars
The Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated approval pathway for biological products shown to
be highly similar to or interchangeable with an FDA licensed reference biological product. Biosimilarity sufficient to reference a prior FDA-approved
product requires that there be no differences in conditions of use, route of administration, dosage form, and strength, and no clinically meaningful
differences between the biological product and the reference product in terms of safety, purity, and potency. Biosimilarity must be shown through analytical
trials, animal trials, and a clinical trial or trials, unless the Secretary of the U.S. Department of Health and Human Services waives a required element. A
biosimilar product may be deemed interchangeable with a prior approved product if it meets the higher hurdle of demonstrating that it can be expected to
produce the same clinical results as the reference product and, for products administered multiple times, the biologic and the reference biologic may be
switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference
biologic. The first biosimilar was approved by the FDA in 2015, and the first interchangeable product was approved in 2021.
A reference biologic is granted 12 years of exclusivity from the time of first licensure of the reference product, and no application for a biosimilar
can be submitted for four years from the date of licensure of the reference product. The first biologic product submitted under the abbreviated approval
pathway that is determined to be interchangeable with the reference product has exclusivity against a finding of interchangeability for other biologics for
the same condition of use for the lesser of (i) one year after first commercial marketing of the first interchangeable biosimilar, (ii) 18 months after the first
interchangeable biosimilar is approved if there is no patent challenge, (iii) 18 months after resolution of a lawsuit over the patents of the reference biologic
in favor of the first interchangeable biosimilar applicant, or (iv) 42 months after the first interchangeable biosimilar’s application has been approved if a
patent lawsuit is ongoing within the 42-month period.
Post-approval requirements
Once a BLA is approved, a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approval
marketing and promotion of biologics, including standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored
scientific and educational activities and promotional activities involving the internet.
Biologics may be marketed only for the approved indications and in accordance with the provisions of the approved labeling. Changes to some of
the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes or facilities, may require a
submission to and approval by the FDA before the change can be implemented. A BLA supplement for a new indication typically requires clinical data
similar to that in the original application and similar procedures and actions in reviewing BLA or supplements as in reviewing BLAs.
Adverse event reporting and submission of periodic reports are required following FDA approval of a BLA. The FDA also may require post-
marketing testing, known as Phase 4 testing, REMS, and surveillance to monitor the effects of an approved product, or the FDA may place conditions on an
approval that could restrict the distribution or use of the product. In addition, quality control, biological product manufacture, packaging, and labeling
procedures must continue to conform to
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cGMPs after approval. Biologic manufacturers and certain of their subcontractors are required to register their establishments with the FDA and certain
state agencies. Registration with the FDA subjects entities to periodic unannounced inspections by the FDA, during which the agency inspects
manufacturing facilities to assess compliance with cGMPs. Accordingly, manufacturers must continue to expend time, money, and effort in the areas of
production and quality-control to maintain compliance with cGMPs. Regulatory authorities may withdraw product approvals or request product recalls if a
company fails to comply with regulatory standards, if it encounters problems following initial marketing, or if previously unrecognized problems are
subsequently discovered. In addition, biological product manufacturers in the U.S. must comply with applicable provisions of the Drug Supply Chain
Security Act and provide and receive product tracing information, maintain appropriate licenses, ensure they only work with other properly licensed entities
and have procedures in place to identify and properly handle suspect and illegitimate products.
FDA regulation of companion diagnostics
If use of an in vitro diagnostic is essential for safe and effective use of a drug or biologic product, then the FDA generally will require approval or
clearance of the diagnostic, known as a companion diagnostic, at the same time that the FDA approves the therapeutic product. The review of an in vitro
companion diagnostic in conjunction with the review of a biologic involves coordination of review by the FDA’s Center for Biologics Evaluation and
Research and by the FDA’s Center for Devices and Radiological Health. Pursuing FDA approval of an in vitro companion diagnostic would require us to
obtain a premarket approval, or PMA. The PMA process, including the gathering of clinical and preclinical data and the submission to and review by the
FDA, can take several years or longer. It involves a rigorous premarket review during which the applicant must prepare and provide the FDA with
reasonable assurance of the device’s safety and effectiveness and information about the device and its components regarding, among other things, device
design, manufacturing and labeling. PMA applications are subject to an application fee, which exceeds $250,000 for most PMAs. In addition, PMAs for
certain devices must generally include the results from extensive preclinical and adequate and well-controlled clinical trials to establish the safety and
effectiveness of the device for each indication for which FDA approval is sought. In particular, for a diagnostic, the applicant must demonstrate that the
diagnostic produces reproducible results when the same sample is tested multiple times by multiple users at multiple laboratories. As part of the PMA
review, the FDA will typically inspect the manufacturer’s facilities for compliance with the Quality System Regulation, or QSR, which imposes elaborate
testing, control, documentation and other quality assurance requirements.
PMA approval is not guaranteed, and the FDA may ultimately respond to a PMA application submission with a not approvable determination based
on deficiencies in the application and require additional clinical trial or other data that may be expensive and time-consuming to generate and that can
substantially delay approval. If the FDA’s evaluation of the PMA application is favorable, the FDA typically issues an approvable letter requiring the
applicant’s agreement to specific conditions, such as changes in labeling, or specific additional information, such as submission of final labeling, in order to
secure final approval of the PMA. If the FDA concludes that the applicable criteria have been met, the FDA will issue a PMA for the approved indications,
which can be more limited than those originally sought by the applicant. The PMA can include post-approval conditions that the FDA believes necessary to
ensure the safety and effectiveness of the device, including, among other things, restrictions on labeling, promotion, sale and distribution.
After a device is placed on the market, it remains subject to significant regulatory requirements. Medical devices may be marketed only for the uses
and indications for which they are cleared or approved. Device manufacturers must also establish registration and device listings with the FDA. A medical
device manufacturer’s manufacturing processes and those of its suppliers are required to comply with the applicable portions of the QSR, which cover the
methods and documentation of the design, testing, production, processes, controls, quality assurance, labeling, packaging and shipping of medical
devices. Domestic facility records and manufacturing processes are subject to periodic unscheduled inspections by the FDA. The FDA also may inspect
foreign facilities that export products to the U.S.
Other U.S. health care laws and compliance requirements
In the United States, our activities are potentially subject to regulation by various federal, state and local authorities in addition to the FDA,
including but not limited to, the Centers for Medicare and Medicaid Services, or CMS, other divisions of the U.S. Department of Health and Human
Services (such as the Office of Inspector General), the U.S. Department of Justice, or DOJ, and individual U.S. Attorney offices within the DOJ, and state
and local governments. For example, sales, marketing and scientific/educational grant programs may have to comply with the anti-fraud and abuse
provisions of the Social Security Act, anti-kickback statutes, false claims laws, the privacy and security provisions of the Health Insurance Portability and
Accountability Act, or HIPAA, and similar state laws, each as amended, as applicable.
The federal Anti-Kickback Statute prohibits, among other things, any person or entity, from knowingly and willfully offering, paying, soliciting or
receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for purchasing, leasing, ordering or arranging
for the purchase, lease or order of any item or service reimbursable
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under Medicare, Medicaid or other federal health care programs. The term remuneration has been interpreted broadly to include anything of value. The
Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and prescribers, purchasers, and
formulary managers on the other. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from
prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration that may be alleged to be intended to induce
prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the
requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback
Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all of its facts and
circumstances. Our practices may not in all cases meet all of the criteria for protection under a statutory exception or regulatory safe harbor.
Additionally, the intent standard under the Anti-Kickback Statute was amended by the Patient Protection and Affordable Care Act, or ACA, to a
stricter standard such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have
committed a violation. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-
Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act (discussed below).
The civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or
caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed
or is false or fraudulent.
Federal false claims and false statement laws, including the federal False Claims Act, prohibit, among other things, any person or entity from
knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal health care programs, including
Medicare and Medicaid, or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the
federal government. As a result of a modification made by the Fraud Enforcement and Recovery Act of 2009, a claim includes “any request or demand” for
money or property presented to the U.S. government. Recently, several pharmaceutical and other health care companies have been prosecuted under these
laws for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. Other
companies have been prosecuted for causing false claims to be submitted because of the companies’ marketing of the product for unapproved, and thus
generally non-reimbursable, uses.
HIPAA created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a
scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property owned by, or under the
control or custody of, any health care benefit program, including private third-party payors, willfully obstructing a criminal investigation of a health care
offense, and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any materially false,
fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. Like the Anti-Kickback Statute,
the ACA amended the intent standard for certain health care fraud statutes under HIPAA such that a person or entity no longer needs to have actual
knowledge of the statute or specific intent to violate it in order to have committed a violation.
Also, many states have similar fraud and abuse statutes or regulations that apply to items and services reimbursed under Medicaid and other state
programs, or, in several states, apply regardless of the payor. Additionally, to the extent that our product is sold in a foreign country, we may be subject to
similar foreign laws.
We may be subject to data privacy and security regulations by both the federal government and the states in which we conduct our
business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations,
imposes requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH
makes HIPAA’s privacy and security standards directly applicable to business associates, independent contractors or agents of covered entities that receive
or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil
monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new
authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorneys’ fees and costs associated with pursuing
federal civil actions. In addition, many state laws govern the privacy and security of health information in specified circumstances, many of which differ
from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
Additionally, the federal Physician Payments Sunshine Act within the ACA, and its implementing regulations, require that certain manufacturers of
drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with
certain exceptions) report annually to CMS information related to certain payments or other transfers of value made or distributed to physicians and
teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually
certain ownership and
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investment interests held by physicians and their immediate family members. Moreover, the Drug Supply Chain Security Act imposes new obligations on
manufacturers of pharmaceutical products related to product tracking and tracing. Legislative and regulatory proposals have been made to expand post-
approval requirements and restrict sales and promotional activities for pharmaceutical products.
In order to distribute products commercially, we must comply with state laws that require the registration of manufacturers and wholesale
distributors of drug and biological products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if
such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to
establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable
of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical and
biotechnology companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales,
marketing, pricing, clinical trials and other activities, and/or register their sales representatives, as well as to prohibit pharmacies and other health care
entities from providing certain physician prescribing data to pharmaceutical and biotechnology companies for use in sales and marketing, and to prohibit
certain other sales and marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws.
If our operations are found to be in violation of any of the federal and state health care laws described above or any other governmental regulations
that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement,
exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, private “qui tam” actions brought by individual
whistleblowers in the name of the government, or refusal to allow us to enter into government contracts, contractual damages, reputational harm,
administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect
our ability to operate our business and our results of operations.
Coverage, pricing and reimbursement
Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we obtain regulatory approval. In
the United States and markets in other countries, sales of any products for which we receive regulatory approval for commercial sale will depend, in part,
on the extent to which third- party payors provide coverage, and establish adequate reimbursement levels for such products. In the United States, third-
party payors include federal and state health care programs, private managed care providers, health insurers and other organizations. The process for
determining whether a third-party payor will provide coverage for a product may be separate from the process for setting the price of a product or for
establishing the reimbursement rate that such a payor will pay for the product. Third-party payors may limit coverage to specific products on an approved
list, also known as a formulary, which might not include all of the FDA-approved products for a particular indication. Third-party payors are increasingly
challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to
questioning their safety and efficacy. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-
effectiveness of our products, in addition to the costs required to obtain the FDA approvals. Our product candidates may not be considered medically
necessary or cost-effective. A payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be
approved. Further, one payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage for the
product. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our
investment in product development.
Different pricing and reimbursement schemes exist in other countries. In the EU, governments influence the price of pharmaceutical products
through their pricing and reimbursement rules and control of national health care systems that fund a large part of the cost of those products to
consumers. Some jurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement price has been
agreed. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost
effectiveness of a particular product candidate to currently available therapies. Other member states allow companies to fix their own prices for medicines,
but monitor and control company profits. The downward pressure on health care costs has become intense. As a result, increasingly high barriers are being
erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressure on pricing
within a country.
The marketability of any product candidates for which we receive regulatory approval for commercial sale may suffer if the government and third-
party payors fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care in the United States has increased and we expect
will continue to increase the pressure on health care pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if
favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage
policies and reimbursement rates may be implemented in the future.
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Health care reform
Healthcare reforms that have been adopted, and that may be adopted in the future, could result in further reductions in coverage and levels of
reimbursement for pharmaceutical products, increases in rebates payable under U.S. government rebate programs and additional downward pressure on
pharmaceutical product prices. On September 9, 2021, the Biden administration published a wide-ranging list of policy proposals, most of which would
need to be carried out by Congress, to reduce drug prices and drug payment. The HHS plan includes, among other reform measures, proposals to lower
prescription drug prices, including by allowing Medicare to negotiate prices and disincentivizing price increases, and to support market changes that
strengthen supply chains, promote biosimilars and generic drugs, and increase price transparency. Many similar proposals, including the plans to give
Medicare Part D authority to negotiate drug prices, require drug manufacturers to pay rebates on drugs whose prices increase greater than the rate of
inflation, and cap out-of-pocket costs, have already been included in policy statements and legislation currently being considered by Congress. It is unclear
to what extent these and other statutory, regulatory, and administrative initiatives will be enacted and implemented. In March 2010, President Obama
enacted the ACA, which has begun to substantially change healthcare financing and delivery by both governmental and private insurers, and has also begun
to significantly impact the pharmaceutical and biotechnology industry. The ACA will impact existing government healthcare programs and will result in
the development of new programs.
The Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering, or authorizing payment or offering of
anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign
entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the
United States to comply with accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the
corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.
Additional regulation
In addition to the foregoing, we are also subject to numerous federal, state and local laws relating to such matters as safe working conditions,
manufacturing practices, environmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances, including the
Occupational Safety and Health Act, the Resource Conservancy and Recovery Act and the Toxic Substances Control Act. These and other laws govern our
use, handling and disposal of various biological, chemical and radioactive substances used in, and wastes generated by, our operations. If our operations
result in contamination of the environment or expose individuals to hazardous substances, we could be liable for damages and governmental fines. We
believe that we are in material compliance with applicable environmental laws and that continued compliance therewith will not have a material adverse
effect on our business. We cannot predict, however, how changes in these laws may affect our future operations.
Europe / rest of world government regulation
In addition to regulations in the United States, we will be subject to a variety of regulations in other jurisdictions governing, among other things,
clinical trials and any commercial sales and distribution of our products. Whether or not we obtain FDA approval of a product, we must obtain the requisite
approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those
countries. Certain countries outside of the United States have a similar process that requires the submission of a clinical trial application much like the IND
prior to the commencement of human clinical trials. In the United Kingdom (“UK”) and countries in the EU, for example, a Clinical Trial Authorisation, or
CTA, must be submitted to each country’s national health authority and an independent ethics committee, much like the FDA and IRB, respectively. Once
the CTA is approved in accordance with a country’s requirements, clinical trial development may proceed. Because biologically sourced raw materials are
subject to unique contamination risks, their use may be restricted in some countries. The requirements and process governing the conduct of clinical trials,
product licensing, pricing and reimbursement vary from country to country. In all cases, the clinical trials are conducted in accordance with GCP and the
applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.
To obtain regulatory approval of an investigational drug or biological product under EU and UK regulatory systems, we must submit a marketing
authorization application. The application used to file the BLA in the United States is similar to that required in the EU and the UK, with the exception of,
among other things, country-specific document requirements. For other countries outside of the EU and the UK, such as countries in Eastern Europe, Latin
America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. In
all cases, again, the clinical trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have
their origin in the Declaration of Helsinki.
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If we or our potential collaborators fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines,
suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.
Australia
Conducting clinical trials for therapeutic drug candidates in Australia is subject to regulation by Australian governmental entities. Approval for
inclusion in the Australian Register of Therapeutic Goods, or the ARTG, is required before a pharmaceutical drug product may be marketed in Australia.
Typically, the process of obtaining approval of a new therapeutic drug product for inclusion in the ARTG requires compilation of clinical trial
data. Clinical trials conducted using “unapproved therapeutic goods” in Australia, being those which have not yet been evaluated by the Therapeutic Goods
Administration, or the TGA, for quality, safety and efficacy must occur pursuant to either the Clinical Trial Notification, or CTN, or Clinical Trial
Exemption, or CTX, process.
The CTN process broadly involves:
completion of pre-clinical laboratory and animal testing;
submission to a Human Research Ethics Committee, or the HREC, of all material relating to the proposed clinical trial, including the trial
protocol. The TGA does not review any data relating to the clinical trial;
the institution or organization at which the clinical trial will be conducted, referred to as the “Approving Authority” gives the final approval for the
conduct of the clinical trial at the site, having due regard to the advice from the HREC; and
CTN clinical trials cannot commence until the clinical trial has been notified to the TGA.
Under the CTX process:
a sponsor submits an application to conduct a clinical trial to the TGA for evaluation and comment; and
a sponsor cannot commence a CTX clinical trial until written advice has been received from the TGA regarding the application and approval for
the conduct of the clinical trial has been obtained from an ethics committee and the institution at which the clinical trial will be conducted.
In each case, it is required that:
adequate and well-controlled clinical trials demonstrate the quality, safety and efficacy of the therapeutic product;
evidence is compiled which demonstrates that the manufacture of the therapeutic drug product complies with the principles of cGMP;
•
•
•
•
•
•
•
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• manufacturing and clinical data is derived to submit to the Australian Committee on Prescription Medicines, which makes recommendations to the
TGA as to whether or not to grant approval to include the therapeutic drug product in the ARTG; and
•
an ultimate decision is made by the TGA whether to include the therapeutic drug product in the ARTG.
Pre-clinical studies include laboratory evaluation of the therapeutic drug product as well as animal studies to assess the potential safety and efficacy
of the drug. The results of the pre-clinical studies form part of the materials submitted to the investigators HREC in the case of a CTN trial and part of the
application to the TGA in the case of a CTX trial.
Clinical trials involve administering the investigational product to healthy volunteers or patients under the supervision of a qualified principal
investigator. The TGA has developed guidelines for a CTN. Under the CTN process, all material relating to the proposed clinical trial is submitted directly
to the HREC of each institution at which the clinical trial is to be conducted. An HREC is an independent review committee set up under guidelines of the
Australian National Health and Medical Research Council. The role of an HREC is to ensure the protection of rights, safety and wellbeing of human
subjects involved in a clinical trial by, among other things, reviewing, approving and providing continuing review of trial protocols and amendments, and
of the methods and material to be used in obtaining and documenting informed consent of the trial subjects. The TGA is formally notified by submission of
a CTN application but does not review the safety of the drug or any aspect of the proposed trial. The approving authority of each institution gives the final
approval for the conduct of the clinical trial, having due regard to advice from the HREC. Following approval, responsibility for all aspects of the trial
conducted under a CTN application remains with the HREC of each investigator’s institution.
The standards for clinical research in Australia are set by the TGA and the National Health and Medical Research Council, and compliance with
GCP is mandatory. Guidelines, such as those promulgated by the International Conference on
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Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use, or ICH, are required across all fields, including those
related to pharmaceutical quality, nonclinical and clinical data requirements and study designs. The basic requirements for preclinical data to support a first-
in- human study under ICH guidelines are applicable in Australia. Requirements related to adverse event reporting in Australia are similar to those required
in other major jurisdictions.
Employees and Human Capital Resources
As of December 31, 2021, we had 102 full-time employees. Of these employees, 81 were primarily engaged in research and development activities
and 30 have an M.D. or a Ph.D. None of our employees are represented by a labor union or covered by collective bargaining agreements. We have never
experienced a work stoppage and believe that we have good employee relations.
We view our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth and
empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional responsibilities. We
assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond their specifically assigned tasks. Depending on
the position, our recruitment reach can be local as well as national. We provide competitive compensation and best in class benefits that are tailored
specifically to the needs and requests of our employees. During 2021, we worked to manage through the effects of the COVID-19 pandemic and entered
2022 stronger than ever. During 2021, all employees were retained at full salary and lab employees’ productivity and safety were a top priority. As
appropriate, others were provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to
shareholders by working hard, being thoughtful about how we use resources and doing the right thing for the company at every turn.
Corporate Information
We were incorporated under the laws of the State of Delaware in November 2005. Our principal executive offices are located at 10770 Wateridge
Circle, Suite 210, San Diego, California 92121, and our telephone number is (858) 362-6295. Our website address is www.anaptysbio.com. The
information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into, this report.
Available Information
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities
and Exchange Commission (SEC). Our filings with the SEC are available free of charge on the SEC’s website at www.sec.gov and on our website under the
“Investors” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other
information in this report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence of any of the events or developments
described below could harm our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our
common stock could decline, and you may lose all or part of your investment.
Summary of Risk Factors
An investment in our common stock involves various risks, and prospective investors are urged to carefully consider the matters discussed in the
section titled “Risk Factors” prior to making an investment in our common stock. These risks include, but are not limited to, the following:
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Our product candidates are in early stages of development and may fail in development or suffer delays that adversely affect their commercial
viability. Results from our initial clinical trials may not be representative of the results we will experience in later clinical trials. If we or our
collaborators are unable to complete development of or commercialize our product candidates or experience significant delays in doing so, our
business will be materially harmed.
The COVID-19 pandemic has had a material impact on the U.S. and global economies and could have a material adverse impact on our
employees, contractors, and patients, which could adversely and materially impact our business, financial condition, and results of operations.
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• We have only limited data regarding the safety profile of our wholly-owned product candidates when dosed in humans. Our ongoing and
planned clinical trials or those of our collaborators may reveal significant adverse events, toxicities or other side effects and may result in a
safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates.
• We and/or our collaborators may be unable to obtain, or may be delayed in obtaining, required regulatory approvals in the United States or in
foreign jurisdictions, which would materially impair our ability to commercialize and generate revenue from our product candidates.
• We may not be successful in our efforts to use our technology platform to expand our pipeline of product candidates and develop marketable
products.
• We have recently commenced clinical development of imsidolimab, rosnilimab and ANB032 and have a limited history of conducting clinical
trials and no history of commercializing biotechnology products, which may make it difficult to evaluate the prospects for our future viability.
• We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our
product candidates, our commercial opportunities will be negatively impacted.
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Our product candidates may not achieve adequate market acceptance among physicians, patients, health care payors and others in the medical
community necessary for commercial success.
If companion diagnostics for our product candidates, for which such diagnostics are required, are not successfully, and in a timely manner,
validated, developed or approved, we may not achieve marketing approval or realize the full commercial potential of our product candidates.
The manufacture of biologics is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party
manufacturers encounter such difficulties, our ability to provide supply of our product candidates for clinical trials, our ability to obtain
marketing approval, or our ability to provide supply of our products for patients, if approved, could be delayed or stopped.
• We have limited operating revenue and a history of operational losses and may not achieve or sustain profitability.
• We have no products approved for commercial sale, and to date we have not generated any revenue or profit from sales of our product
candidates.
• We will require additional capital to finance our operations, which may not be available to us on acceptable terms, or at all. As a result, we may
not complete the development and commercialization of our product candidates or develop new product candidates.
• We must attract and retain highly skilled employees in order to succeed.
•
The manufacture of biotechnology products is complex, and manufacturers often encounter difficulties in production. If we or any of our third-
party manufacturers encounter any loss of our master cell banks or if any of our third-party manufacturers encounter other difficulties, or
otherwise fail to comply with their contractual obligations, our ability to provide product candidates for clinical trials or our products to
patients, once approved, could be delayed or stopped.
• We currently have no marketing and sales force. If we are unable to establish effective sales or marketing capabilities or enter into agreements
with third parties to sell or market our product candidates, we may not be able to effectively sell or market our product candidates, if approved,
or generate product revenue.
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Our existing collaborations, including those with GSK and BMS, are important to our business, and future collaborations may also be
important to us. If we are unable to maintain any of these collaborations, or if these collaborations are not successful, our business could be
adversely affected.
• We may not succeed in establishing and maintaining additional development and commercialization collaborations, which could adversely
affect our ability to develop and commercialize product candidates.
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Even if our product candidates receive regulatory approval, they will be subject to significant post-marketing regulatory requirements.
If we are unable to obtain or protect intellectual property rights, we may not be able to compete effectively in our market.
• We may not be able to protect our intellectual property rights throughout the world.
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The market price of our stock has been and may continue to be volatile, and you could lose all or part of your investment.
Risks Related to Discovery and Development of Our Product Candidates
Our product candidates are in early stages of development and may fail in development or suffer delays that adversely affect their commercial
viability. Results from our initial clinical trials may not be representative of the results we will experience in later clinical trials. If we or our
collaborators are unable to complete development of or commercialize our product candidates or experience significant delays in doing so, our
business will be materially harmed.
We are using our proprietary technology platform to develop therapeutic antibodies, including our wholly-owned product candidates, as well as
other programs that are being developed by our collaborators. However, all of our wholly-owned and most of partnered product candidates are in the early
stages of development, and, for a wide variety of reasons discussed below, may fail in development or suffer delays that adversely affect their commercial
viability.
A product candidate can unexpectedly fail at any stage of preclinical and clinical development. The historical failure rate for product candidates is
high due to scientific feasibility, safety, efficacy, changing standards of medical care, and other variables. The results from preclinical testing or early
clinical trials of a product candidate may not predict the results that will be obtained in later phase clinical trials of the product candidate. For example,
results from our initial Phase 2a clinical trial of etokimab in moderate-to-severe atopic dermatitis patients were not representative of the results we
experienced in our later etokimab moderate-to-severe atopic dermatitis Phase 2b clinical trial called “ATLAS” and we ultimately discontinued development
of etokimab.
Furthermore, our rationale for conducting clinical trials of imsidolimab in multiple indications is that we believe imsidolimab’s mechanism of
action, the inhibition of IL-36R, has the potential be effective for treatment of a range of dermatological inflammatory diseases. However, it is possible that
our assumptions regarding the effectiveness of imsidolimab’s mechanism of action may be incorrect and that imsidolimab may be ineffective in certain
dermatological inflammatory diseases or in treating inflammatory disorders generally. If this were the case, then the results from any clinical trials of
imsidolimab that we conduct are less likely to be positive. For example, top-line data from our POPLAR clinical trial of imsidolimab in PPP failed to meet
the primary endpoint of the clinical trial of least-squares mean difference PPPASI improvement at week 16 (Day 113) and we do not currently plan to
conduct further development of imsidolimab in PPP.
If our other ongoing or future clinical trials of imsidolimab are unsuccessful, whether for one of the reasons mentioned above or otherwise,
imsidolimab may be delayed in development or fail entirely, which would have a material adverse impact on our business.
The success of our current product candidates, and any other product candidates we may develop in the future, will depend on many factors,
including the following:
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obtaining regulatory permission to initiate clinical trials;
successful enrollment of patients in, and the completion of, our planned clinical trials;
receiving marketing approvals from applicable regulatory authorities;
establishing commercial manufacturing capabilities and/or making arrangements with third-party manufacturers;
obtaining and maintaining patent and trade secret protection and non-patent exclusivity for our product candidates and their components;
enforcing and defending intellectual property rights and claims;
achieving desirable therapeutic properties for our product candidates’ intended indications;
launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with third parties;
acceptance of our product candidates, if and when approved, by patients, the medical community and third-party payors;
effectively competing with other therapies; and
maintaining an acceptable safety profile of our product candidates through clinical trials and following regulatory approval.
If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully
commercialize our product candidates, which would harm our business.
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Furthermore, delays or difficulties in patient enrollment or difficulties in retaining trial participants can result in increased costs, longer
development times, or termination of a clinical trial. Clinical trials of a new product candidate require the enrollment of a sufficient number of patients,
including patients who are suffering from the disease the product candidate is intended to treat and who meet other eligibility criteria. Rates of patient
enrollment are affected by many factors, including the size of the patient population, the eligibility criteria for the clinical trial, the age and condition of the
patients, the stage and severity of disease, the nature of the protocol, the proximity of patients to clinical sites, and the availability of effective treatments
for the relevant disease. We may not be able to initiate our planned clinical trials if we are unable to locate and enroll a sufficient number of eligible
patients to participate in these trials as required by the FDA or foreign regulatory authorities. More specifically, some of our product candidates, including
imsidolimab, initially target indications that are very rare, which can prolong the clinical trial timeline for the regulatory process if sufficient patients
cannot be enrolled in a timely manner. We recently discontinued imsidolimab clinical development for EGFR-mediated skin toxicities and ichthyosis due,
in part, to slower than anticipated enrollment in planned clinical trials.
The COVID-19 pandemic has had a material impact on the U.S. and global economies and could have a material adverse impact on our
employees, contractors and patients, which could adversely and materially impact our business, financial condition and results of operations.
The COVID-19 pandemic and mitigation measures have had, and may continue to have, an adverse impact on global economic conditions, which
could have an adverse effect on our business and financial condition, including impairing our ability to raise capital when needed. The extent to which the
COVID-19 pandemic impacts our business and operations will depend on future developments that are highly uncertain and cannot be predicted, including
new information that may emerge concerning the severity of the virus and the actions to contain its impact.
The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing or modifying employee travel,
temporarily moving to full remote work, and cancelling physical participation in meetings, events and conferences). As we begin to re-open our offices and
continue to monitor developments of the COVID-19 pandemic, we will continue to allow some remote work, and we may take further actions as may be
required by government authorities or that we determine are in the best interests of our employees and patients. In response to the COVID-19 pandemic, we
initially limited our office to only those employees completing laboratory-based tasks essential to our development efforts, or “essential” employees, and
are starting to allow other employees to work in our office with certain precautions in place that we believe will ensure our employees’ safety and
wellbeing. Certain jurisdictions have begun re-opening only to return to restrictions due to increases in new COVID-19 cases and the emergence of new
variant strains of COVID-19. Even in areas where “stay-at-home” restrictions have been lifted and the number of cases of COVID-19 has declined, many
individuals remain cautious about resuming activities such as preventive care medical visits. Additionally, the emergence of new variant strains of COVID-
19 in regions that have reopened has necessitated, and may in the future necessitate, renewed government restrictions. Pursuant to updated guidance from
the Equal Employment Opportunity Commission, we are engaging in limited and appropriate inquiries of employees regarding potential COVID-19
exposure based on the direct threat that such exposure may present to our workforce. We continue to address other unique situations that arise among our
workforce due to the COVID-19 pandemic on a case-by-case basis, and there can be no assurances that our measures will be sufficient to protect our
employees in our workplace, and they may be exposed to COVID-19 outside of our workplace. If a number of our essential employees become ill,
incapacitated or are otherwise unable to continue working during the current or any future epidemic, our operations may be adversely impacted.
A prolonged disruption or any further unforeseen delay in our operations or within any of our business activities could continue to result in reduced
participation in ongoing clinical trials or delays in enrolling our planned clinical trials because we rely on contract research organizations (for non-clinical
and clinical activities) (“CROs”) and contract manufacturing organizations (“CMOs”) to conduct our clinical trials and to manufacture our product
candidates. If our CROs are unable to continue ongoing clinical trials or to enroll new patients for new clinical trials, or if our CMOs are unable to obtain
sufficient quantities of reagents or manufacture adequate drug quantities, our clinical trials could be materially delayed or disrupted. We may also encounter
delays from the FDA, EMA or other health authorities in our clinical development efforts. Any elongation or de-prioritization of our preclinical or clinical
studies or delay in regulatory review resulting from such disruptions could materially affect the development and study of our product candidates. Further,
in reaction to the spread of COVID-19 in the United States and internationally, many patients and medical facilities are delaying or canceling elective
procedures, adding further strain to health care budgets globally.
The COVID-19 pandemic has and may in the future result in the inability of our suppliers to deliver supplies to us on a timely basis. We currently
utilize third parties to, among other things, manufacture components of our product candidates and, in the future, intend to utilize third parties to conduct
our preclinical and clinical studies. If either we or any third-party parties in the supply chain for materials used in the production of our product candidates
are adversely impacted by restrictions resulting from the COVID-19 pandemic, our supply chain may be disrupted, limiting our ability to manufacture our
product candidates for our preclinical or clinical studies.
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Both the health and economic aspects of the COVID-19 virus are highly fluid, and depend in part on the emergence and spread of variant strains of
the COVID-19 virus which cannot be predicted, and the future course of each is uncertain. For these reasons and other reasons that may come to light if the
COVID-19 pandemic and associated protective or preventative measures expand, we may experience a material adverse effect, either directly or indirectly
through our CROs, CMOs, collaboration partners or patients, on our business operations, revenues and financial condition; however, its ultimate impact is
highly uncertain and subject to change.
We have only limited data regarding the safety profile of our wholly-owned product candidates when dosed in humans. Our ongoing and planned
clinical trials or those of our collaborators may reveal significant adverse events, toxicities or other side effects and may result in a safety profile
that could inhibit regulatory approval or market acceptance of any of our product candidates.
In order to obtain marketing approval for any of our product candidates, we must demonstrate the safety and efficacy of the product candidate for
the relevant clinical indication or indications through preclinical studies and clinical trials as well as additional supporting data. If our product candidates
are associated with undesirable side effects in preclinical studies or clinical trials or have characteristics that are unexpected, we may need to interrupt,
delay or abandon their development or limit development to more narrow uses or subpopulations in which the undesirable side effects or other
characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.
We have conducted various preclinical studies of our product candidates, but we do not know the predictive value of these studies for humans, and
we cannot guarantee that any positive results in preclinical studies will successfully translate to human patients. We have only completed Phase 1 and Phase
2 clinical trials with imsidolimab, and subsequent clinical trials with imsidolimab and other clinical trials with rosnilimab and ANB032 are currently
ongoing. It is not uncommon to observe results in human clinical trials that are unexpected based on preclinical testing, or to observe results in later stage
clinical trials that are unexpected based on early clinical trials. Many product candidates fail in clinical trials despite promising preclinical and early clinical
results. In addition, top-line results of a clinical trial, which generally reflect preliminary reviews of primary efficacy and/or safety results, do not
necessarily predict final results, and any top-line findings or assessments are subject to change pending the completion of final data review procedures.
Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product
candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products.
Some patients in our clinical trials have experienced adverse events, including serious adverse events. We reported that one patient dropped out of
the GALLOP Phase 2 clinical trial for imsidolimab due to diagnosis with Staphylococcal aureus bacteremia on Day 3 post-imsidolimab administration,
which was a serious adverse event deemed to be possibly drug-related. Subjects in our ongoing and planned clinical trials may in the future suffer
significant adverse events or other side effects not observed in our preclinical studies or in our Phase 1 or Phase 2 clinical trials. The observed potency and
kinetics of our product candidates in preclinical studies may not be observed in human clinical trials. We have tested the dosing frequency and route of
administration of our product candidates in preclinical studies, which will inform our dosing strategy for future clinical trials, however such dose and route
of administration may not result in sufficient exposure or pharmacological effect in humans and may lead to unforeseen toxicity not previously observed in
preclinical testing. If preclinical studies of our product candidates fail to provide preliminary evidence of safety to the satisfaction of regulatory authorities
or do not otherwise produce satisfactory results, we may incur additional costs or experience delays in initiating and/or advancing the development and
commercialization of our product candidates. Further, if clinical trials of our product candidates fail to demonstrate safety and efficacy to the satisfaction of
regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be
unable to complete, the development and commercialization of our product candidates.
If further significant adverse events or other side effects are observed in any of our current or future clinical trials, we may have difficulty recruiting
patients to the clinical trial, patients may drop out of our trial, or we may be required to abandon the trial or our development efforts of that product
candidate altogether. We, the FDA, or other applicable regulatory authorities, or an institutional review board or ethics committee, may suspend clinical
trials of a product candidate at any time for various reasons, including a belief that subjects in such clinical trials are being exposed to unacceptable health
risks or adverse side effects. Some potential therapeutics developed in the biotechnology industry that initially showed therapeutic promise in early-stage
studies have later been found to cause side effects that prevented their further development. Even if the side effects do not preclude a product candidate
from obtaining or maintaining marketing approval, undesirable side effects may inhibit market acceptance of the approved product due to its tolerability
versus other therapies. Any of these developments could materially harm our business, financial condition and prospects.
Further, if any of our product candidates obtain marketing approval, toxicities associated with our product candidates may also develop after such
approval and lead to a requirement to conduct additional clinical safety trials, additional warnings being added to the labeling, significant restrictions on the
use of the product or the withdrawal of the product from the market.
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We cannot predict whether our product candidates will cause toxicities in humans that would preclude or lead to the revocation of regulatory approval
based on preclinical studies or early stage clinical testing.
We and/or our collaborators may be unable to obtain, or may be delayed in obtaining, required regulatory approvals in the United States or in
foreign jurisdictions, which would materially impair our ability to commercialize and generate revenue from our product candidates.
Our ability to continue to develop our product candidates, and to have the potential to achieve and sustain profitability, depends on the FDA and
foreign regulatory authorities permitting us to conduct human clinical trials and, if our product candidates are safe and effective, obtaining approval from
the FDA and foreign regulatory authorities to market them and subsequently successfully commercializing them, either alone or with our collaborators. The
research, testing, manufacturing, labeling, approval, selling, marketing and distribution of drug and biologic products are subject to extensive regulation by
the FDA and foreign regulatory authorities. Though we have cleared an IND and clinical trial application (“CTA”) to conduct clinical trials for imsidolimab
in the United States and certain foreign jurisdictions, we have cleared an IND to conduct a clinical trial for rosnilimab in the United States and we have
cleared a CTA to conduct a clinical trial for ANB032 in Australia, before commencing clinical trials in the United States for any other product candidate,
we must submit an IND to the FDA; foreign regulatory authorities enforce similar requirements for initiation of clinical trials in other countries. An IND or
foreign equivalent requires extensive preclinical studies, and there is no guarantee that the FDA or foreign regulatory authorities will allow clinical trials to
proceed based on the IND or equivalent submission. For example, although we have initiated toxicology studies for our product candidates, the FDA in the
United States, or other foreign regulatory authorities, as applicable, may not allow our clinical trials to proceed in the regulatory authority’s jurisdiction if
we are unable to show safety margins acceptable to the particular regulatory authority in appropriate animal species in our preclinical toxicology studies.
Even if we or our collaborators initiate and complete clinical trials for our product candidates, these product candidates will not be permitted to be
marketed in the United States until approval of a BLA from the FDA is received, and will not be permitted to be marketed in other countries without
marketing approval from foreign regulatory authorities. Obtaining approval of a BLA or other marketing approvals is often a lengthy, expensive and
uncertain process over which the FDA and foreign regulatory authorities have substantial discretion. Other than submitting and receiving acceptance for
initiation of our previous and current clinical trials in the United States and certain foreign jurisdictions, we have had only limited discussions with the
FDA and no discussions with foreign regulatory authorities regarding the development plans for any of our product candidates or the designs of any of our
later-stage clinical studies. We thus may not have the full benefit of the FDA’s or foreign regulatory authorities’ current thinking on clinical trial designs or
product development for our target indications. For example, we believe our planned Phase 3 trials for imsidolimab for GPP, GEMINI-1 and GEMINI-2,
with GEMINI-1 enrolling approximately 45 moderate-to-severe GPP patients, will be sufficient to demonstrate substantial evidence of efficacy and safety
of imsidolimab in GPP patients and obtain BLA approval, and we discussed these plans with the FDA in an end-of-Phase 2 meeting, during the second
quarter of 2021. However, the FDA may determine, based on future clinical efficacy and safety data from our GPP studies, that we will need additional
clinical trials in order to obtain approval of a BLA.
Preclinical studies and clinical trials are expensive, difficult to design and implement, can take many years to complete, and are uncertain as to
outcome. Product candidates, on average, take 10 to 15 years to be developed from the time they are discovered to the time they are approved and available
for treating patients. The start or end of a clinical trial is often delayed or halted for many reasons, including:
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imposition of a clinical hold for safety reasons or following an inspection of clinical trial operations or site by the FDA or other regulatory
authorities;
manufacturing challenges;
insufficient supply or quality of product candidates or other materials necessary to conduct clinical trials;
delays in reaching or failure to reach agreement on acceptable clinical trial contracts or clinical trial protocols with prospective trial sites and
CROs or failure by such CROs or trials sites to carry out the clinical trial in accordance with our agreed-upon terms;
non-clinical or clinical sites becoming unavailable due to political, economic, or public health events, such as the COVID-19 pandemic;
clinical sites electing to terminate their participation in one of our clinical trials;
inability or unwillingness of patients or medical investigators to follow clinical trial protocols;
required clinical trial administrative actions;
slower than anticipated patient enrollment;
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changing standards of care;
safety concerns;
availability or prevalence of use of a comparative drug or required prior therapy; or
clinical outcomes or financial constraints.
Our product candidates may not be effective, may be only moderately effective, or may prove to have undesirable or unintended side effects,
toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use. Regulatory authorities may refuse
to accept any application or may decide that our data are insufficient for approval and require additional preclinical or other studies or clinical trials. In
addition, varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent marketing approval of a product
candidate. Moreover, regulatory authorities may determine that the clinical and other benefits of a product candidate do not outweigh the safety or other
risks. Changes in marketing approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes
in regulatory review for each submitted product application may also cause delays in or prevent the approval of an application.
If we experience any of the issues described above, or other similar or related issues, we may:
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be delayed in obtaining marketing approval for our product candidates;
not obtain marketing approval at all;
obtain marketing approval in some countries and not in others;
obtain approval for indications or patient populations that are not as broad as intended or desired;
obtain approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;
be subject to additional post-marketing testing requirements; or
have the product removed from the market after obtaining marketing approval.
We may not be successful in our efforts to use our technology platform to expand our pipeline of product candidates and develop marketable
products.
Because we have limited financial and managerial resources, we focus on research programs and product candidates that we identify for specific
indications. Our business depends on our successful development and commercialization of the limited number of internal product candidates we have in
preclinical and early-stage clinical development. Even if we are successful in continuing to build our pipeline, development of the potential product
candidates that we identify will require substantial investment in additional clinical development, management of clinical, preclinical and manufacturing
activities, regulatory approval in multiple jurisdictions, building a commercial organization, and significant marketing efforts before we generate any
revenue from product sales. Furthermore, such product candidates may not be suitable for clinical development, including as a result of their harmful side
effects, limited efficacy or other characteristics that indicate that they are unlikely to be products that will receive marketing approval and achieve market
acceptance. If we cannot validate our technology platform by successfully developing and commercializing product candidates based upon our
technological approach, we may not be able to obtain product or partnership revenue in future periods, which would adversely affect our business,
prospects, financial condition and results of operations.
As a result of our current focus on our lead product candidates, we may forego or delay pursuit of opportunities with other product candidates or for
other indications that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable
commercial products or profitable market opportunities. Our spending on current and future research and development programs and product candidates for
specific indications may not yield any commercially viable products. Our understanding and evaluation of biological targets for the discovery and
development of new product candidates may fail to identify challenges encountered in subsequent preclinical and clinical development. If we do not
accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product candidate
through collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development
and commercialization rights.
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We have recently commenced clinical development of imsidolimab, rosnilimab and ANB032 and have a limited history of conducting clinical trials
and no history of commercializing biotechnology products, which may make it difficult to evaluate the prospects for our future viability.
Our operations to date have been largely limited to financing and staffing our company, developing our technology, and developing our wholly-
owned product candidates and other product candidates in partnerships with our collaborators. As a company, we have only very limited experience
conducting clinical trials and have not had previous experience commercializing product candidates, including submitting a BLA to the FDA. In part
because of this lack of experience, we cannot be certain that planned clinical trials will begin or be completed on time, if at all, that our planned
development programs would be acceptable to the FDA or other regulatory authorities, or that, if approval is obtained, such product candidates can be
successfully commercialized. Clinical trials and commercializing our wholly-owned product candidates will require significant additional financial and
management resources, and reliance on third-party clinical investigators, CROs, consultants or collaborators. Relying on third-party clinical investigators,
CROs or collaborators may result in delays that are outside of our control.
Furthermore, we may not have the financial resources to continue development of, or to enter into collaborations for, a product candidate if we
experience any problems or other unforeseen events that delay or prevent regulatory approval of, or our ability to commercialize, product candidates,
including:
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negative or inconclusive results from our clinical trials or the clinical trials of others for product candidates similar to ours, leading to a
decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program;
delays in submitting INDs or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulators to
commence a clinical trial, or a suspension or termination of a clinical trial once commenced;
conditions imposed by the FDA or foreign regulatory authorities regarding the number, scope or design of our clinical trials;
delays in enrolling research subjects in clinical trials;
high drop-out rates of research subjects;
inadequate supply or quality of clinical trial materials or other supplies necessary for the conduct of our clinical trials;
greater than anticipated clinical trial costs;
poor effectiveness or unacceptable side effects of our product candidates during clinical trials;
unfavorable FDA or other regulatory agency inspection and review of a clinical trial site;
failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in
a timely manner, or at all;
serious and unexpected drug-related side effects experienced by participants in our planned clinical trials or by individuals using drugs similar
to our product candidates;
delays and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight around
clinical testing generally or with respect to our technology in particular; or
varying interpretations of data by the FDA and foreign regulatory authorities.
Consequently, any predictions you make about our future success or viability based on our short operating history may not be as accurate as they
could be if we had a longer operating history or an established track record in conducting clinical trials or commercializing products.
Further, as a clinical stage business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown
factors. We will need to transition from a company with a research focus to a company capable of supporting commercial activities. We may not be
successful in such a transition.
We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our
product candidates, our commercial opportunities will be negatively impacted.
The biotechnology industry is highly competitive and subject to rapid and significant technological change. Products we may develop in the future
are also likely to face competition from other drugs and therapies, some of which we may not currently be aware. We have competitors both in the United
States and internationally, including major multinational
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pharmaceutical and biotechnology companies, established biotechnology companies, specialty biotechnology companies, emerging and start-up companies,
universities and other research institutions. Many of our competitors have significantly greater financial, manufacturing, marketing, drug development,
technical and human resources and commercial expertise than we do. Large pharmaceutical and biotechnology companies, in particular, have extensive
experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing biotechnology products. These companies also have
significantly greater research and marketing capabilities than we do and may also have products that have been approved or are in late stages of
development and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical and
biotechnology companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that
could make the product candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection
and/or approval from the FDA or foreign regulatory authorities or discovering, developing and commercializing products in our field before we do.
For GPP, our competitors include marketed therapies such as secukinumab (Cosentyx; Novartis), which binds IL-17A; ustekinumab (Stelara;
Janssen), which blocks IL-12 and 23 cytokine function; and acitretin (Soriatane; GSK), as well as therapies in development such as guselkumab (Janssen),
which blocks IL-23 cytokine function, gevokizumab (Xoma 052) and canakinumab (Ilaris, Novartis), which binds IL-1 beta, anakinra (Kineret; Swedish
Orphan Biovitrum AB), a recombinant form of the IL-1 receptor antagonist,an anti-IL-36 receptor antibody called spesolimab or BI-655130 (Boehringer
Ingelheim) and an anti-IL-36 receptor antibody called REGN6490 (Regeneron).
For acne, our competitors include retinoids and retinoid-like drugs, including tretinoin (Avita, Retin-A, adapalene (Differin) and tazarotene
(Tazorac, Avage), antibiotics including clindamycin (Benzaclin, Duac) and erythromycin (Benzamycin) and isotretinoin (Amnesteem, Claravis, Accutane)
and oral antibiotics including sarecycline (Seysara).
For hidradenitis suppurativa, our competitors include adalimumab (Humira; Abbvie) which is approved for the treatment of moderate to severe
hidradenitis suppurativa for patients 12 years of age or older.
For our PD-1 agonist antibody program, our competitors include CC-90006 (BMS), which is an anti-PD-1 agonist antibody developed under our
partnership with BMS, a BTLA modulator antibody called LY3361237 being developed by Eli Lilly, a PD-1 agonist antibody called LY3462817 also being
developed by Eli Lilly, a PD-1 agonist antibody called JNJ-67484703 (Janssen), two PD-1 agonist antibodies called PT627 and PT001 being developed by
Pandion Therapeutics, which has been acquired by Merck and a PD-1 agonist antibody under preclinical development by MiroBio. Our competitors in
moderate-to-severe alopecia areata include topical and oral corticosteroids, topical immunotherapy (diphencyprone, dinitrochlorobenzene, squaric acid
dibutyl ester), calcineurin inhibitors (tacrolimus, pimecrolimus), prostaglandins and janus kinase inhibitors (tofacitinib, rixolitinib) currently in
development. Our BTLA agonist antibody program competitors include LY3361237 (Lilly) which has demonstrated efficacy in treatment of systemic lupus
erythematosus as measured by the cutaneous lupus erythematosus disease area and severity index (CLASI), and a preclinical antibody under development
at MiroBio.
With the enactment of the Biologics Price Competition and Innovation Act of 2009 (“BPCIA”), an abbreviated pathway for the approval of
biosimilar and interchangeable biological products was created. The abbreviated regulatory pathway establishes legal authority for the FDA to review and
approve biosimilar biologics, including the possible designation of a biosimilar as interchangeable based on its similarity to an existing reference product.
Under the BPCIA, an application for a biosimilar product cannot be approved by the FDA until 12 years after the original branded product is approved
under a BLA. To date, several biosimilar products have been approved under the BPCIA, but no interchangeable biological products have been approved.
The law is complex and is still being interpreted and implemented by the FDA. As a result, its ultimate impact, implementation, and meaning are subject to
uncertainty. While it is uncertain when such processes intended to implement BPCIA may be fully adopted by the FDA, any such processes could have a
material adverse effect on the future commercial prospects for our biological products.
We believe that if any of our product candidates are approved as a biological product under a BLA it should qualify for the 12-year period of
exclusivity. However, there is a risk that the FDA will not consider any of our product candidates to be reference products for competing products,
potentially creating the opportunity for biosimilar competition sooner than anticipated. Additionally, this period of regulatory exclusivity does not apply to
companies pursuing regulatory approval via their own traditional BLA, rather than via the abbreviated pathway. Moreover, the extent to which a biosimilar,
once approved, will be substituted for any one of our reference products in a way that is similar to traditional generic substitution for non-biological
products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing.
Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,
have fewer or less severe effects, are more convenient, are less expensive or capture significant market share prior to or during our commercialization. Our
competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in
our competitors establishing a strong market position before we are able to enter the market. In addition, our ability to compete may be affected in many
cases by insurers or
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other third party payors seeking to encourage the use of biosimilar products. Even if our product candidates achieve marketing approval, they may be
priced at a significant premium over competitive biosimilar products if any have been approved by then.
Smaller and other early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large
and established companies. These companies compete with us in recruiting and retaining qualified scientific and management personnel, establishing
clinical trial sites and patient registration for planned clinical trials and acquiring technologies complementary to, or necessary for, our programs. In
addition, the biotechnology industry is characterized by rapid technological change. If we fail to stay at the forefront of technological change, we may be
unable to compete effectively. Technological advances or products developed by our competitors may render our technologies or product candidates
obsolete, less competitive or not economical.
Our product candidates may not achieve adequate market acceptance among physicians, patients, health care payors and others in the medical
community necessary for commercial success.
Even if our product candidates receive regulatory approval, they may not gain adequate market acceptance among physicians, patients, health care
payors and others in the medical community. The degree of market acceptance of any of our approved product candidates will depend on a number of
factors, including:
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the efficacy and safety profile as demonstrated in planned clinical trials;
the timing of market introduction of the product candidate as well as competitive products;
the clinical indications for which the product candidate is approved;
restrictions on the use of our products, if approved, such as boxed warnings or contraindications in labeling or a risk evaluation and mitigation
strategy (“REMS”), if any, which may not be required of alternative treatments and competitor products;
acceptance of the product candidate as a safe and effective treatment by physicians, clinics and patients;
the potential and perceived advantages of product candidates over alternative treatments, including any similar generic treatments;
the cost of treatment in relation to alternative treatments;
the availability of coverage and adequate reimbursement and pricing by third parties and government authorities;
relative convenience and ease of administration;
the frequency and severity of adverse events;
the effectiveness of sales and marketing efforts; and
unfavorable publicity relating to the product candidate.
If any product candidate is approved but does not achieve an adequate level of acceptance by physicians, hospitals, health care payors and patients,
we may not generate or derive sufficient revenue from that product candidate and may not become or remain profitable.
If companion diagnostics for our product candidates, for which such diagnostics are required, are not successfully, and in a timely manner,
validated, developed or approved, we may not achieve marketing approval or realize the full commercial potential of our product candidates.
If companion diagnostics are developed in conjunction with clinical programs, the FDA may require regulatory approval of a companion diagnostic
as a condition to approval of the product candidate. For example, if we use a genetic test to determine which patients are most likely to benefit from
imsidolimab for the treatment of GPP by designing our pivotal clinical trial or clinical trials of imsidolimab in that indication to require that subjects test
positive for specific genetic mutations as a criterion for enrollment, then we will likely be required to obtain FDA approval or clearance of a companion
diagnostic, concurrent with approval of imsidolimab, to test for those genetic mutations; we may also be required to demonstrate to the FDA the predictive
utility of the companion diagnostic—namely, that the diagnostic selects for patients in whom the biologic therapy will be effective or more effective
compared to patients not selected for by the diagnostic. We do not have experience or capabilities in developing or commercializing diagnostics and plan to
rely in large part on third parties to perform these functions. We do not currently have any agreement in place with any third party to develop or
commercialize companion diagnostics for any of our product candidates. Companion diagnostics are subject to regulation by the FDA and foreign
regulatory authorities as medical devices and require separate regulatory approval or clearance prior to commercialization.
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If we or our partners, or any third party, are unable to successfully develop companion diagnostics for our product candidates, or experience delays
in doing so:
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the development of our product candidates may be adversely affected if we are unable to appropriately select patients for enrollment in our
planned clinical trials;
our product candidates may not receive marketing approval if their safe and effective use depends on a companion diagnostic; and
we may not realize the full commercial potential of any product candidates that receive marketing approval if, among other reasons, we are
unable to appropriately identify patients with the specific genetic alterations targeted by our product candidates.
In addition, although we believe genetic testing is becoming more prevalent in the diagnosis and treatment of various diseases and conditions, our
product candidates may be perceived negatively compared to alternative treatments that do not require the use of companion diagnostics, either due to the
additional cost of the companion diagnostic or the need to complete additional procedures to identify genetic markers prior to administering our product
candidates.
If any of these events were to occur, our business would be harmed, possibly materially.
The manufacture of biologics is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party
manufacturers encounter such difficulties, our ability to provide supply of our product candidates for clinical trials, our ability to obtain
marketing approval, or our ability to provide supply of our products for patients, if approved, could be delayed or stopped.
The process of manufacturing biologics is complex, highly-regulated and subject to multiple risks. Manufacturing biologics is highly susceptible to
product loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, inconsistency in yields,
variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could
result in reduced production yields, product defects and other supply or supply chain disruptions. If microbial, viral or other contaminations are discovered
at the facilities of our manufacturer, such facilities may need to be closed for an extended period of time to investigate and remedy the contamination,
which could delay clinical trials and adversely harm our business. Moreover, if the FDA determines that our manufacturer is not in compliance with FDA
laws and regulations, including those governing current good manufacturing practices (“cGMPs”), the FDA may deny BLA approval until the deficiencies
are corrected or we replace the manufacturer in our BLA with a manufacturer that is in compliance.
In addition, there are risks associated with large scale manufacturing for clinical trials or commercial scale including, among others, cost overruns,
potential problems with process scale-up, process reproducibility, stability issues, compliance with good manufacturing practices, lot consistency and
timely availability of raw materials. Even if we or our collaborators obtain regulatory approval for any of our product candidates, there is no assurance that
manufacturers will be able to manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in
sufficient quantities to meet the requirements for the potential launch of the product or to meet potential future demand. Moreover, we source certain of the
raw materials needed for our product candidates from outside the U.S. Although we have not experienced any material supply interruptions to date, it is
possible that the COVID-19 pandemic could cause such interruptions in the future. If our manufacturers are unable to produce sufficient quantities for
clinical trials or for commercialization, commercialization efforts would be impaired, which would have an adverse effect on our business, financial
condition, results of operations and growth prospects.
Scaling up a biologic manufacturing process is a difficult and uncertain task, and we may not be successful in transferring our production system or
the manufacturer may not have the necessary capabilities to complete the implementation and development process. If we are unable to adequately validate
or scale-up the manufacturing process with our current manufacturers, we will need to transfer to other manufacturers and complete the manufacturing
validation process, which can be lengthy and costly. If we are able to adequately validate and scale-up the manufacturing process for our product candidates
with contract manufacturers, we will still need to negotiate with such contract manufacturers agreements for commercial supply, and it is not certain we
will be able to come to agreement on terms acceptable to us.
Risks Related to Our Financial Position and Capital Needs
We have limited operating revenue and a history of operational losses and may not achieve or sustain profitability. We have no products approved
for commercial sale, and to date we have not generated any revenue or profit from sales of our product candidates.
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We are an early-stage biotechnology company with a limited operating history. We have no approved products. To date, our revenue has been
primarily derived from our GSK and BMS research collaboration and license agreements, and we are significantly dependent on such collaborators for the
successful development of product candidates in these collaborations. Our ability to generate revenue and become profitable depends upon our ability,
alone or with our collaborators, to successfully complete the development of our product candidates for our target indications and to obtain necessary
regulatory approvals.
Since our inception, we have incurred significant operating losses in every year except fiscal year 2014. For the year ended December 31, 2021, our
collaboration revenue was $63.2 million and our net loss was $57.8 million. As of December 31, 2021, we had an accumulated deficit of $321.8 million.
We have financed our operations primarily through our initial public offering of common stock in January 2017, our follow-on public offerings of
common stock in October 2017 and September 2018, private placements of our preferred stock and the issuance of debt and our Royalty Monetization
Agreement. We have devoted substantially all of our efforts to research and development. We have only recently initiated clinical development for three of
our product candidates and expect that it will be many years, if ever, before we have a product candidate ready for commercialization. We expect to
continue to incur significant expenses and increasing operating losses for the foreseeable future, and the net losses we incur may fluctuate significantly
from quarter to quarter. Our revenue has been historically derived from amortization of upfront payments, research and development funding, milestone
and royalty payments under collaboration and license agreements with our collaborators. Our ability to generate future product revenue from our current or
future product candidates depends on a number of additional factors, including our ability (or as applicable our collaborators’ ability) to:
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continue research and preclinical development of our product candidates;
identify additional product candidates;
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conduct additional preclinical studies and initiate clinical trials for our product candidates;
obtain approvals for the product candidates we develop or developed under our collaboration arrangements;
establish a sales, marketing and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval;
• maintain, expand and protect our intellectual property portfolio;
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hire additional executive, clinical, quality control and scientific personnel;
add operational, financial and management information systems and personnel, including personnel to support our product development and
commercialization efforts;
establish and maintain supply and manufacturing relationships with third parties and ensure adequate and legally compliant manufacturing of our
product candidates;
obtain coverage and adequate product reimbursement from third-party payors, including government payors;
acquire or in-license other product candidates and technologies; and
achieve market acceptance for our or our collaborators’ products, if any.
We are unable to predict the timing or amount of increased expenses, or when, or if, we will be able to achieve or maintain profitability because of
the numerous risks and uncertainties associated with product development. In addition, our expenses could increase significantly beyond expectations if we
are required by the FDA or other regulatory authorities to perform studies or clinical trials in addition to those that we currently anticipate. Even if
imsidolimab, or any of our other product candidates, is approved for commercial sale, we anticipate incurring significant costs associated with the
commercial launch of any product candidate.
We are currently only in the clinical development stages for our most advanced product candidates. In order to become and remain profitable we
must, alone or with our collaborators, develop and eventually commercialize a product or products with significant market potential. This may require us to
be successful in a range of challenging activities, including completing clinical trials of our product candidates, successfully developing companion
diagnostics, obtaining marketing approval for these product candidates and manufacturing, marketing and selling those products for which we may obtain
marketing approval. We may never succeed in these activities and, even if we do, may never generate revenues that are significant or large enough to
achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to
become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain or expand our research and
development efforts, expand our business or continue our operations. A decline in the value of our company would also cause you to lose part or even all of
your investment.
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We will require additional capital to finance our operations, which may not be available to us on acceptable terms, or at all. As a result, we may
not complete the development and commercialization of our product candidates or develop new product candidates.
As a research and development company, our operations have consumed substantial amounts of cash since our inception. We expect our research
and development expenses to increase substantially in connection with our ongoing activities, particularly as we continue our discovery and preclinical
development to identify new clinical candidates, and we and our collaborators conduct clinical trials of, and seek marketing approval for, our product
candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses
related to product sales, marketing, manufacturing and distribution. Furthermore, we incur additional costs associated with operating as a public company.
We believe that our existing cash, cash equivalents and investments will fund our current operating plan for at least the next 12 months. However,
circumstances may cause us to consume capital more rapidly than we currently anticipate. For example, as we continue to move our product candidates
through preclinical studies, submit INDs or foreign equivalents and conduct clinical development, we may have adverse results requiring us to find new
product candidates. Any of these events may increase our development costs more than we expect. We may need to raise additional funds or otherwise
obtain funding through collaboration agreements to continue development of our product candidates.
If we need to secure additional financing, such additional fundraising efforts may divert our management from our day-to-day activities, which may
adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in
sufficient amounts or on terms acceptable to us, if at all. If we do not raise additional capital when required or on acceptable terms, we may need to:
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significantly delay, scale back or discontinue the development or commercialization of our product candidates or cease operations altogether;
seek strategic alliances for research and development programs at an earlier stage than we would otherwise desire or on terms less favorable than
might otherwise be available;
relinquish, or license on unfavorable terms, our rights to technologies or future product candidates that we otherwise would seek to develop or
commercialize ourselves; or
eliminate staff to conserve resources.
If we need to conduct additional fundraising activities and we do not raise additional capital in sufficient amounts or on terms acceptable to us, we
may be prevented from pursuing development and commercialization efforts, which will have a material adverse effect on our business, operating results
and prospects. Our forecast of the period of time through which our financial resources will adequately support our operations is a forward-looking
statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in
this “Risk Factors” section. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources
sooner than we currently expect. Our future funding requirements, both short and long-term, will depend on many factors, including:
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the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our product candidates and future product candidates
we may develop;
the number and size of clinical trials needed to show safety, efficacy and an acceptable risk/benefit profile for any of our product candidates;
the outcome, timing and cost of seeking and obtaining regulatory approvals from the FDA and foreign regulatory authorities, including the
potential for such authorities to require that we perform more studies or trials than those that we currently expect;
the commercial success or failure of products sold by our collaborators, such as JEMPERLI and Zejula by GSK, and the timing thereof;
our ability to maintain existing and enter into new collaboration agreements;
the cost to establish, maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any
payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and
enforcing of any patents or other intellectual property rights;
the effect of competing technological and market developments;
• market acceptance of any approved product candidates;
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the costs of acquiring, licensing or investing in additional businesses, products, product candidates and technologies;
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the cost of recruiting and retaining key employees;
the costs and fees associated with any delays or cancellations of forecasted manufacturing batches;
the cost and timing of selecting, auditing and potentially validating manufacturing sites for commercial-scale manufacturing; and
the cost of establishing sales, marketing and distribution capabilities for our product candidates for which we may receive regulatory approval and
that we determine to commercialize ourselves or in collaboration with our collaborators.
If we cannot expand our operations or otherwise capitalize on our business opportunities due to a lack of capital, our business, financial condition
and results of operations could be adversely affected.
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product
candidates on unfavorable terms to us.
We may seek additional capital through a variety of means, including through public or private equity, debt financings or other sources, including up-
front payments and milestone payments from strategic collaborations, license agreements and royalty agreements. To the extent that we raise additional
capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other
preferences that adversely affect your rights as a stockholder. Such financing may result in dilution to stockholders, imposition of debt covenants, increased
fixed payment obligations, or other restrictions that may affect our business. If we raise additional funds through up-front payments or milestone payments
pursuant to strategic collaborations with third parties, we may have to relinquish valuable rights to our product candidates or grant licenses on terms that
are not favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we
have sufficient funds for our current or future operating plans.
Risks Related to Managing Growth, Operations and Macroeconomic Conditions
We must attract and retain highly skilled employees in order to succeed.
To succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face significant
competition for experienced personnel. This is especially critical as we ramp up our hiring needs entering into later-stage product development of our
product candidates. If we do not succeed in attracting and retaining qualified personnel, particularly at the management level, it could adversely affect our
ability to execute our business plan, harm our operating results and adversely affect our ability to successfully commercialize our product candidates. In
particular, we believe that our future success is highly dependent upon the contributions of our senior management, particularly our President and Chief
Executive Officer, as well as our senior scientists. The loss of services of any of these individuals, who all have at-will employment arrangements with us,
could delay or prevent the successful development of our product pipeline, completion of our planned clinical trials or the commercialization of our product
candidates, if approved. The competition for qualified personnel in the biotechnology field is intense and, as a result, we may be unable to continue to
attract and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel. In addition, certain
members of our senior management team have worked together for only a relatively short period of time, and it may be difficult to evaluate their
effectiveness, on an individual or collective basis, and ability to address future challenges to our business.
Many of the other biotechnology companies that we compete against for qualified personnel have greater financial and other resources, different
risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement.
Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. If we are unable to continue to attract and
retain high-quality personnel, the rate and success at which we can discover and develop product candidates and our business will be limited.
The manufacture of biotechnology products is complex, and manufacturers often encounter difficulties in production. If we or any of our third-
party manufacturers encounter any loss of our master cell banks or if any of our third-party manufacturers encounter other difficulties, or
otherwise fail to comply with their contractual obligations, our ability to provide product candidates for clinical trials or our products to patients,
once approved, could be delayed or stopped.
The manufacture of biotechnology products is complex and requires significant expertise and capital investment, including the development of
advanced manufacturing techniques and process controls. We and our contract manufacturers must comply with cGMP regulations and guidelines for the
manufacturing of biologics used in clinical trials and, if approved, marketed products. Manufacturers of biotechnology products often encounter difficulties
in production, particularly in scaling
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up and validating initial production. Furthermore, if microbial, viral or other contaminations are discovered in our products or in the manufacturing
facilities in which our products are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the
contamination. Delays in raw materials availability and supply may also extend the period of time required to develop our products.
All of our therapeutic antibodies are manufactured by starting with cells which are stored in a cell bank. We have one master cell bank for each
antibody manufactured in accordance with cGMP and multiple working cell banks and believe we would have adequate backup should any cell bank be
lost in a catastrophic event. However, it is possible that we could lose multiple cell banks and have our manufacturing severely impacted by the need to
replace the cell banks.
We cannot assure you that any stability or other issues relating to the manufacture of any of our product candidates or products will not occur in the
future. Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable
political environments. If our manufacturers were to encounter any of these difficulties, or otherwise fail to comply with their contractual obligations, our
ability to provide product candidates to patients in planned clinical trials and products to patients, once approved, would be jeopardized. Any delay or
interruption in the supply of clinical trial supplies could delay the completion of planned clinical trials, increase the costs associated with maintaining
clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense or terminate clinical trials
completely. Any adverse developments affecting clinical or commercial manufacturing of our product candidates or products may result in shipment
delays, inventory shortages, lot failures, product withdrawals or recalls, or other interruptions in the supply of our product candidates or products. We may
also have to take inventory write-offs and incur other charges and expenses for product candidates or products that fail to meet specifications, undertake
costly remediation efforts or seek more costly manufacturing alternatives. Accordingly, failures or difficulties faced at any level of our supply chain could
adversely affect our business and delay or impede the development and commercialization of our product candidates or products and could have an adverse
effect on our business, prospects, financial condition and results of operations.
We currently have no marketing and sales force. If we are unable to establish effective sales or marketing capabilities or enter into agreements
with third parties to sell or market our product candidates, we may not be able to effectively sell or market our product candidates, if approved,
or generate product revenue.
We currently do not have a marketing or sales team for the marketing, sales and distribution of any of our product candidates that are able to obtain
regulatory approval. In order to commercialize any product candidates, we must build on a territory-by-territory basis marketing, sales, distribution,
managerial and other non-technical capabilities or make arrangements with third parties to perform these services, and we may not be successful in doing
so. If our product candidates receive regulatory approval, we may decide to establish an internal sales or marketing team with technical expertise and
supporting distribution capabilities to commercialize our product candidates, which will be expensive and time-consuming and will require significant
attention of our executive officers to manage. Any failure or delay in the development of our internal sales, marketing and distribution capabilities would
adversely impact the commercialization of any of our product candidates that we obtain approval to market. With respect to the commercialization of all or
certain of our product candidates, we may choose to collaborate, either globally or on a territory-by-territory basis, with third parties that have direct sales
forces and established distribution systems, either to augment our own sales force and distribution systems or in lieu of our own sales force and distribution
systems. If we are unable to enter into such arrangements when needed on acceptable terms, or at all, we may not be able to successfully commercialize
any of our product candidates that receive regulatory approval, or any such commercialization may experience delays or limitations. If we are not
successful in commercializing our product candidates, either on our own or through collaborations with one or more third parties, our future product
revenue will suffer and we may incur significant additional losses.
We expect to expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing our growth, which
could disrupt our operations.
We expect to experience growth in the number of our employees and the scope of our operations, particularly in the areas of product candidate
development and growing our capability to conduct clinical trials. To manage our anticipated future growth, we must continue to implement and improve
our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited
financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able to
effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to
significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our
business plans or disrupt our operations.
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We may be vulnerable to disruption, damage and financial obligation as a result of system failures.
Despite the implementation of security measures, any of the internal computer systems belonging to us, our collaborators or our third-party service
providers are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical
failure. Any system failure, accident or security breach that causes interruptions in our own, in collaborators’ or in third-party service vendors’ operations
could result in a material disruption of our drug discovery and development programs. For example, the loss of clinical trial data from completed or future
clinical trials could result in delays in our or our collaborators’ regulatory approval efforts and significantly increase our costs in order to recover or
reproduce the lost data. To the extent that any disruption or security breach results in a loss or damage to our data or applications, or inappropriate
disclosure of confidential or proprietary information, we may incur liability as a result, our drug discovery programs and competitive position may be
adversely affected, and the further development of our product candidates may be delayed. Furthermore, we may incur additional costs to remedy the
damages caused by these disruptions or security breaches.
Our operations, or the third parties upon whom we depend, are vulnerable to interruption by fire, earthquake, power loss, telecommunications
failure, terrorist activity, health epidemics or pandemics and other events beyond our control, which could harm our business.
Our facilities are located in San Diego, California, which is a seismically active region, and has also historically been subject to wildfires and
electrical blackouts as a result of a shortage of available electrical power. We have not undertaken a systematic analysis of the potential consequences to our
business and financial results from a major earthquake, fire, power loss, terrorist activity, health epidemics or pandemics such as the COVID-19 pandemic
or other disasters and do not have a recovery plan for such disasters. In addition, we do not carry sufficient insurance to compensate us for actual losses
from interruption of our business that may occur, and any losses or damages incurred by us could harm our business. We maintain multiple copies of each
of our antibody sequences and electronic data records, most of which we maintain at our headquarters. If our facility was impacted by a seismic or wildfire
event, we could lose some of our antibody sequences, which would have an adverse effect on our ability to perform our obligations under our
collaborations and discover new targets.
Furthermore, integral parties in our supply chain are geographically concentrated and operating from single sites, increasing their vulnerability to
natural disasters or other sudden, unforeseen and severe and/or serious adverse events. If such an event were to affect our supply chain, it could have a
material adverse effect on our business.
Risks Related to Our Dependence on Third Parties
Our existing collaborations, including those with GSK and BMS, are important to our business, and future collaborations may also be important
to us. If we are unable to maintain any of these collaborations, or if these collaborations are not successful, our business could be adversely
affected.
We have entered into collaborations with GSK and BMS to develop several of our product candidates. We have also entered into antibody
generation and/or development collaborations with various collaborators, including GSK and BMS, under which we have generated therapeutic quality
antibodies using our technology platform and conducted certain preclinical studies in collaboration. We are currently aware that GSK and BMS have
advanced multiple antibodies generated through our collaboration into clinical trials. If our collaborators terminate any of our collaborations, we may not
receive all or any of this funding, which would adversely affect our business or financial condition. Our operational obligations under each of our
collaborations has ended.
We are unable to predict the success of our collaborations. Our collaborators have discretion in determining and directing the efforts and resources,
including the ability to discontinue all efforts and resources, they apply to the development and, if approval is obtained, commercialization and marketing
of the product candidates covered by such collaborations. As a result, our collaborators may elect to de-prioritize our programs, change their strategic focus
or pursue alternative technologies in a manner that results in reduced, delayed or no revenue to us. Our collaborators may have other marketed products and
product candidates under collaboration with other companies, including some of our competitors, and their corporate objectives may not be consistent with
our best interests. Our collaborators may also be unsuccessful in developing or commercializing our products. If our collaborations are unsuccessful, our
business, financial condition, results of operations and prospects could be adversely affected. In addition, any dispute or litigation proceedings we may
have with our collaborators in the future could delay development programs, create uncertainty as to ownership of intellectual property rights, distract
management from other business activities and generate substantial expense. For example, in August 2020, we served notice on GSK related to an alleged
breach of our collaboration agreement in connection with GSK’s use of certain antibodies originally developed by us for the development of a drug not
covered by the agreement. We subsequently settled this matter in October 2020, but there can be no assurance that we will not encounter such issues under
our collaborations with GSK or other parties in the future.
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We may not succeed in establishing and maintaining additional development and commercialization collaborations, which could adversely affect
our ability to develop and commercialize product candidates.
In addition to our current licensing arrangements with GSK and BMS, a part of our strategy is to enter into additional strategic product
development and commercialization collaborations in the future, including collaborations to broaden and accelerate clinical development and potential
commercialization of our product candidates. We may face significant competition in seeking appropriate development partners, and the negotiation
process is time-consuming and complex. Moreover, we may not succeed in our efforts to establish collaborations or other alternative arrangements for any
of our other existing or future product candidates and programs because our research and development pipeline may be insufficient, our product candidates
and programs may be deemed to be at too early a stage of development for collaborative effort, and/or third parties may not view our product candidates
and programs as having the requisite potential to demonstrate safety and efficacy or to be commercially viable. Even if we are successful in our efforts to
establish new collaborations, the terms that we agree upon may not be favorable to us, and we may not be able to maintain such collaborations if, for
example, development or approval of a product candidate is delayed or sales of an approved product candidate are disappointing. Any delay in entering into
new collaboration agreements related to our product candidates could delay the development and commercialization of our product candidates and reduce
their competitiveness if they reach the market.
Moreover, if we fail to establish and maintain additional collaborations related to our product candidates:
the development of certain of our current or future product candidates may be terminated or delayed;
our cash expenditures related to development of certain of our current or future product candidates would increase significantly and we may need
to seek additional financing;
•
•
• we may be required to hire additional employees or otherwise develop expertise, such as sales and marketing expertise, for which we have not
budgeted; and
• we will bear all of the risk related to the development and commercialization of any such product candidates.
If third parties on which we depend to conduct our planned preclinical studies and clinical trials do not perform as contractually required, fail to
satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed with adverse effects on our
business, financial condition, results of operations and prospects.
We rely on third party clinical investigators, CROs, CMOs and consultants to design, conduct, supervise and monitor key activities relating to,
discovery, manufacturing, non-clinical studies and clinical trials of our product candidates, and we intend to do the same for future activities relating to
existing and future programs. Because we rely on third parties and do not have the ability to conduct all required discovery, manufacturing, preclinical
studies or clinical trials independently, we have less control over the timing, quality and other aspects of discovery, manufacturing, preclinical studies and
clinical trials than we would if we conducted them on our own. These investigators, CROs, CMOs and consultants are not our employees, and we have
limited control over the amount of time and resources that they dedicate to our programs. These third parties may have contractual relationships with other
entities, some of which may be our competitors, which may draw time and resources from our programs. The third parties we contract with might not be
diligent, careful or timely in conducting our discovery, manufacturing, preclinical studies or clinical trials, resulting in discovery, manufacturing, preclinical
studies or clinical trials being delayed or unsuccessful, in whole or in part.
If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their
contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our clinical
development programs could be delayed and otherwise adversely affected. In all events, we are responsible for ensuring that each of our preclinical studies
and clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Our reliance on third parties that we do not
control does not relieve us of these responsibilities and requirements. Any such event could have an adverse effect on our business, financial condition,
results of operations and prospects.
We rely completely on third parties to manufacture our nonclinical, clinical and future commercial drug supplies of any approved products.
We outsource the manufacture of our product candidates. We do not currently have the infrastructure or internal capability to manufacture supplies
of our product candidates for use in development and commercialization. If we were to experience an unexpected loss of supply of our product candidates
for any reason, whether as a result of manufacturing, supply or storage issues or otherwise, our business would be harmed, and we could experience delays,
disruptions, suspensions or terminations of, or be required to restart or repeat, any pending or ongoing clinical trials. Although we generally do not begin a
clinical trial unless we believe we have a sufficient supply of a product candidate to complete the clinical trial, we may be required to manufacture
additional supplies of our product candidates to the extent our estimates of the amounts required prove
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inaccurate, we suffer unexpected losses of product candidate supplies, or we are required to have fresh product candidate supplies manufactured to satisfy
regulatory requirements or specifications. Any significant delay or discontinuation in the supply of a product candidate, or the raw material components
thereof, due to the need to replace a contract manufacturer or other third-party manufacturer, could considerably harm our business and ability to generate
revenue and delay completion of our clinical trials, product testing and potential regulatory approval of our product candidates.
Any delays in our preclinical or clinical development could lead to delays or cancellations of forecasted manufacturing batches, which would
typically result in significant fees owed by us to the manufacture and an uncertainty as to when the manufacturer will have the availability for a new time
slot to manufacture the batch, which could lead to further delays in the development of the product candidate and have an adverse effect on our business.
Reliance on third-party manufacturers entails additional risks, including the possible breach of the manufacturing agreement by the third party and
the possible termination or nonrenewal of the agreement by the manufacturer at a time that is costly or inconvenient for us. If our contract manufacturers
were to breach or terminate their manufacturing arrangements with us, the development or commercialization of the affected product candidates could be
significantly delayed, which could have an adverse effect on our business. Any change in our manufacturers could be costly because the commercial terms
of any new arrangement could be less favorable and because the expenses relating to the transfer of necessary technology and processes could be
significant.
We depend on a small number of suppliers for the raw materials necessary to produce our product candidates. The loss of these suppliers, or their
failure to supply us with these raw materials, would materially and adversely affect our business.
We depend on the availability of key raw materials for our product candidates from a small number of third-party suppliers. Because there are a
limited number of suppliers for the raw materials that we use to manufacture our product candidates, we may need to engage alternate suppliers to prevent a
possible disruption of the manufacture of the materials necessary to produce our product candidates for our clinical trials. We do not have any control over
the availability of raw materials. If we or our manufacturers are unable to purchase these raw materials on acceptable terms, at sufficient quality levels, or
in adequate quantities, if at all, the development of our product candidates would be delayed or there would be a shortage in supply, which would impair
our ability to meet our development objectives for our product candidates or generate revenues from the sale of any approved products.
Risks Related to Regulatory Approval of Our Product Candidates and Other Legal Compliance Matters
Even if our product candidates receive regulatory approval, they will be subject to significant post-marketing regulatory requirements.
Any regulatory approvals that we may receive for our product candidates will require surveillance to monitor the safety and efficacy of the product
candidate, may contain significant limitations related to use restrictions for specified age groups, warnings, precautions or contraindications, and may
include burdensome post-approval study or risk management requirements. For example, the FDA may require a risk evaluation and mitigation strategy in
order to approve our product candidates, which could entail requirements for a medication guide, physician communication plans or additional elements to
ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or foreign regulatory
authorities approve our product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising,
promotion, import, export and recordkeeping for our product candidates will be subject to extensive and ongoing regulatory requirements. These
requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMPs
and good clinical practices for any clinical trials that we conduct post-approval. In addition, manufacturers of drug products and their facilities are subject
to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP regulations and standards. If we or a
regulatory agency discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with
the facilities where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing facility or us, including
requiring recall or withdrawal of the product from the market or suspension of manufacturing. In addition, failure to comply with FDA and foreign
regulatory requirements may, either before or after product approval, if any, subject our company to administrative or judicially imposed sanctions,
including:
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•
restrictions on our ability to conduct clinical trials, including full or partial clinical holds on ongoing or planned trials;
restrictions on the products, manufacturers or manufacturing process;
• warning or untitled letters;
•
civil and criminal penalties;
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•
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•
•
•
•
•
injunctions;
suspension or withdrawal of regulatory approvals;
product seizures, detentions or import bans;
voluntary or mandatory product recalls and publicity requirements;
total or partial suspension of production;
imposition of restrictions on operations, including costly new manufacturing requirements; and
refusal to approve pending BLAs or supplements to approved BLAs.
The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and generate revenue.
Advertising and promotion of any product candidate that obtains approval in the United States will be heavily scrutinized by the FDA, the
Department of Justice, the Department of Health and Human Services’ Office of Inspector General, state attorneys general, members of Congress and the
public. Violations, including promotion of our products for unapproved (or off-label) uses, are subject to enforcement letters, inquiries and investigations,
and civil and criminal sanctions by the government. Additionally, comparable foreign regulatory authorities will heavily scrutinize advertising and
promotion of any product candidate that obtains approval outside of the United States.
In the United States, engaging in the impermissible promotion of our products for off-label uses can also subject us to false claims litigation under
federal and state statutes, which can lead to civil and criminal penalties and fines and agreements that materially restrict the manner in which a company
promotes or distributes drug products. These false claims statutes include the federal False Claims Act, which allows any individual to bring a lawsuit
against a biotechnology company on behalf of the federal government alleging submission of false or fraudulent claims, or causing to present such false or
fraudulent claims, for payment by a federal program such as Medicare or Medicaid. If the government prevails in the lawsuit, the individual will share in
any fines or settlement funds. Such False Claims Act lawsuits against biotechnology companies have increased significantly in volume and breadth, leading
to several substantial civil and criminal settlements regarding certain sales practices promoting off-label drug uses involving fines in excess of $1.0 billion.
This growth in litigation has increased the risk that a biotechnology company will have to defend a false claim action, pay settlement fines or restitution,
agree to comply with burdensome reporting and compliance obligations, and be excluded from Medicare, Medicaid and other federal and state health care
programs. In addition, we may incur liability from claims initiated under the Lanham Act or other federal and state unfair competition laws with respect to
how our products are marketed and promoted. Furthermore, the off-label use of our products may increase the risk of product liability claims. If we do not
lawfully promote our approved products, we may become subject to such litigation and, if we do not successfully defend against such actions, those actions
may have an adverse effect on our business, financial condition and results of operations.
Our failure to obtain regulatory approval in international jurisdictions would prevent us from marketing our product candidates outside the
United States.
In order to market and sell our products in other jurisdictions, we must obtain separate marketing approvals and comply with numerous and varying
regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may
differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes all of the risks
associated with obtaining FDA approval. In addition, in many countries outside the United States, we must secure product reimbursement approvals before
regulatory authorities will approve the product for sale in that country. Obtaining foreign regulatory approvals and compliance with foreign regulatory
requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries.
If we fail to comply with the regulatory requirements in international markets and receive applicable marketing approvals, our target market will be
reduced and our ability to realize the full market potential of our product candidates will be harmed, and our business will be adversely affected. We may
not obtain foreign regulatory approvals on a timely basis, if at all. Our failure to obtain approval of any of our product candidates by regulatory authorities
in another country may significantly diminish the commercial prospects of that product candidate and our business prospects could decline.
We plan to seek Orphan Drug Designation for imsidolimab and certain of our other product candidates, and we may not be able to obtain or
maintain Orphan Drug Designation or obtain the benefits associated with Orphan Drug status, including market exclusivity.
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Regulatory authorities in some jurisdictions, including the United States and the European Union (“EU”) may designate biologics for relatively
small patient populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a biologic as an Orphan Drug if it is intended to treat a rare
disease or condition, generally a disease or condition that (i) affects fewer than 200,000 individuals in the United States, or (ii) affects more than 200,000
individuals in the United States and there is no reasonable expectation that the cost of developing and making a product available in the United States for
such disease or condition will be recovered from sales of the product. We received Orphan Drug Designation from the FDA for imsidolimab for our GPP
indication in 2020 and plan to seek Orphan Drug Designation for imsidolimab in other indications and for certain of our other product candidates.
Generally, if a biologic with an Orphan Drug Designation subsequently receives the first marketing approval for the indication for which it has such
designation, the biologic is entitled to a period of marketing exclusivity, which precludes the FDA with respect to the United States or the EMA with
respect to the EU from approving another marketing application for a drug containing the same active moiety for the same indication for that time period.
The applicable period is seven years in the United States and ten years in the EU. The EU exclusivity period can be reduced to six years if a biologic no
longer meets the criteria for Orphan Drug Designation or if the biologic is sufficiently profitable so that market exclusivity is no longer justified. Orphan
Drug exclusivity may be lost if the FDA or EMA determines that the request for designation was materially defective or if the manufacturer is unable to
assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition. In addition, the Orphan Drug Designation does not
convey any advantage in, or shorten the duration of, the regulatory review or approval process. Also, regulatory approval for any product candidate may be
withdrawn and other candidates may obtain approval before us.
We have not been granted Orphan Drug Designation for imsidolimab for any indication other than GPP, and there can be no assurance that any of
our other product candidates will be designated as an orphan drug. For example, we may seek FDA Orphan Drug Designation for imsidolimab for the
treatment of other indications, which will likely require that we demonstrate to FDA that each such indication is a distinct disease from psoriasis generally
(a non-rare disease) or that use of imsidolimab may be appropriate for the treatment of such other indication but not appropriate for use in the general
psoriasis population.
Even if we obtain Orphan Drug Designation for imsidolimab in indications other than GPP, or for any of our other product candidates, we may not
receive Orphan Drug exclusivity, and such exclusivity, if obtained, may not effectively protect the candidate from competition because different drugs or
biologics can be approved for the same condition and only the first biologic with an Orphan Drug Designation to receive regulatory approval for a
particular indication will receive marketing exclusivity. Even after a drug or biological with Orphan Drug Designation is approved, the FDA can
subsequently approve another biologic containing the same active moiety (which in the case of an antibody is the principal molecular structure) for the
same condition if the FDA concludes that the later biologic is clinically superior in that it is shown to be safer, more effective or makes a major contribution
to patient care.
Any drugs we develop may become subject to unfavorable third-party reimbursement practices and pricing regulations.
The availability and extent of coverage and adequate reimbursement by governmental and private payors is essential for most patients to be able to
afford expensive treatments. Sales of any of our product candidates that receive marketing approval will depend substantially, both in the United States and
internationally, on the extent to which the costs of our product candidates will be paid by health maintenance, managed care, pharmacy benefit and similar
health care management organizations or reimbursed by government health administration authorities, private health coverage insurers and other third-party
payors. If reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize our product candidates.
Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to realize
a sufficient return on our investment. Coverage and reimbursement may impact the demand for, or the price of, any product candidate for which we obtain
marketing approval. If coverage and reimbursement are not available or reimbursement is available only at limited levels, we may not successfully
commercialize any product candidate for which we obtain marketing approval.
There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal
decisions about reimbursement for new products are typically made by the Centers for Medicare & Medicaid Services (“CMS”), an agency within the U.S.
Department of Health and Human Services, because CMS decides whether and to what extent a new product will be covered and reimbursed under
Medicare. Private payors often follow CMS’s decisions regarding coverage and reimbursement to a substantial degree. However, one payor’s determination
to provide coverage for a drug product does not assure that other payors will also provide coverage for the drug product. As a result, the coverage
determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our products
to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance.
Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging
the prices charged for medical products. Further, such payors are increasingly examining the medical necessity and reviewing the cost effectiveness of
medical drug products. There may be especially significant delays in obtaining
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coverage and reimbursement for newly approved drugs. Third-party payors may limit coverage to specific drug products on an approved list, known as a
formulary, which might not include all FDA-approved drugs for a particular indication. We or our collaborators may need to conduct expensive pharmaco-
economic studies to demonstrate the medical necessity and cost effectiveness of our products. Nonetheless, our product candidates may not be considered
medically necessary or cost effective. We cannot be sure that coverage and reimbursement will be available for any product that we commercialize and, if
reimbursement is available, what the level of reimbursement and the timing of achieving a reimbursement determination will be.
Outside the United States, international operations are generally subject to extensive governmental price controls and other market regulations, and
we believe the increasing emphasis on cost containment initiatives in Europe, Canada and other countries has and will continue to put pressure on the
pricing and usage of therapeutics, including our product candidates. In many countries, particularly the countries of the EU, the prices of medical products
are subject to varying price control mechanisms as part of national health systems. In these countries, pricing negotiations with governmental authorities
can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be
required to conduct a clinical trial that compares the cost effectiveness of our product candidate to other available therapies. In general, the prices of
products under such systems are substantially lower than in the United States. Other countries allow companies to fix their own prices for products but
monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to
charge for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced compared with
the United States and may be insufficient to generate commercially reasonable revenue and profits.
Moreover, increasing efforts by governmental and third-party payors, in the United States and internationally, to cap or reduce health care costs
may cause such organizations to limit both coverage and level of reimbursement for new products approved, and, as a result, they may not cover or provide
adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to
the trend toward managed health care, the increasing influence of health maintenance organizations and additional legislative changes. The downward
pressure on health care costs in general, particularly prescription drugs and surgical procedures and other treatments, has become very intense. As a result,
increasingly high barriers are being erected to the entry of new products into the health care market.
In addition to CMS and private payors, professional organizations such as the American Medical Association can influence decisions about
reimbursement for new products by determining standards for care. In addition, many private payors contract with commercial vendors who sell software
that provide guidelines that attempt to limit utilization of, and therefore reimbursement for, certain products deemed to provide limited benefit to existing
alternatives. Such organizations may set guidelines that limit reimbursement or utilization of our product candidates.
Furthermore, some of our target indications, such as GPP, are rare diseases with small patient populations. In order for therapeutics that are
designed to treat smaller patient populations to be commercially viable, the reimbursement for such therapeutics must be higher, on a relative basis, to
account for the low volume of sales. Accordingly, we will need to implement a coverage and reimbursement strategy for any approved product candidate
that accounts for the smaller potential market size.
If we are unable to establish or sustain coverage and adequate reimbursement for any future product candidates from third-party payors, the
adoption of those products and sales revenue will be adversely affected, which, in turn, could adversely affect the ability to market or sell those product
candidates, if approved. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement
status is attained for one or more products for which we or our collaborators receive regulatory approval, less favorable coverage policies and
reimbursement rates may be implemented in the future.
Healthcare legislative reform measures may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product
candidates and affect the prices we may obtain.
In the United States and some foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding
the healthcare system that could, among other things, prevent or delay marketing approval of our product candidates, restrict or regulate post-approval
activities and affect our ability to profitably sell any product candidates for which we obtain marketing approval. The commercial potential for our product
candidates, if any, could be affected by changes in healthcare spending and policy in the United States and abroad. New laws, regulations, or judicial
decisions or new interpretations of existing laws, regulations, or decisions, related to healthcare availability, the method of delivery, or payment for
healthcare products and services could adversely affect our business, operations, and financial condition, if and when we are able to obtain marketing
approval and commercialize our product candidates.
For example, the ACA was enacted in 2010 with a goal, among others, of reducing the cost of healthcare and substantially changing the way
healthcare is financed by both government and private insurers. The ACA, among other things,
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expanded manufacturers’ rebate liability under the Medicaid Drug Rebate Program, imposed a significant annual, nondeductible fee on companies that
manufacture or import certain branded prescription drug products, and enacted substantial provisions affecting compliance, which may affect our business
practices with healthcare practitioners. In addition, other legislative changes have been proposed and adopted in the United States since the ACA was
enacted.
In addition, the Biden Administration has indicated an intent to address prescription drug pricing and recent Congressional hearings have brought
increased public attention to the costs of prescription drugs. For example, the Biden administration published a wide-ranging list of policy proposals, most
of which would need to be carried out by Congress, to reduce drug prices and drug payment. The HHS plan includes, among other reform measures,
proposals to lower prescription drug prices, including by allowing Medicare to negotiate prices and disincentivizing price increases, and to support market
changes that strengthen supply chains, promote biosimilars and generic drugs, and increase price transparency. Many similar proposals, including the plans
to give Medicare Part D authority to negotiate drug prices, require drug manufacturers to pay rebates on drugs whose prices increase greater than the rate of
inflation, and cap out-of-pocket costs, have already been included in policy statements and legislation currently being considered by Congress. It is unclear
to what extent these and other statutory, regulatory, and administrative initiatives will be enacted and implemented, and to what extent these or any future
legislation or regulations by the Biden administration will have on our business or future product candidates. In addition, former President Trump and
President Biden both issued Executive Orders intended to favor government procurement from domestic manufacturers. These actions are likely to
continue the downward pressure on pharmaceutical pricing and increase our regulatory burdens and operating costs.
It is likely that federal and state legislatures within the United States and foreign governments will continue to consider changes to existing
healthcare legislation. For example, the ACA has faced ongoing legal challenges, including litigation seeking to invalidate some of or all of the law or the
manner in which it has been implemented. More recently, the 2017 Tax Cuts and Jobs Act was signed into law, which eliminated certain requirements of
the ACA, including the individual mandate. In 2021 the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is
unconstitutional in its entirety because the individual mandate was repealed by Congress. Thus, the ACA will remain in effect in its current form. We
cannot predict the reform initiatives that may be adopted in the future or whether initiatives that have been adopted will be repealed or modified.
Other reforms include the Drug Supply Chain Security Act, which imposes new obligations on manufacturers of pharmaceutical products related to
product tracking and tracing. Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional
activities for pharmaceutical products. We are not sure whether additional legislative changes will be enacted, or whether the current regulations, guidance
or interpretations will be changed, or what the impact of such changes on our business, if any, may be. Further, we are unable to predict whether additional
governmental action will be taken in response to the COVID 19 pandemic and whether such action will adversely affect our ability to obtain marketing
approval for or successfully commercialize our product candidates.
Our business entails a significant risk of product liability, and our ability to obtain sufficient insurance coverage could have an adverse
effect on our business, financial condition, results of operations or prospects.
Our business exposes us to significant product liability risks inherent in the development, testing, manufacturing and marketing of therapeutic
treatments. Product liability claims could delay or prevent completion of our development programs. If we succeed in marketing products, such claims
could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs
and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or
suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products,
injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial
participants or patients and a decline in our stock price. We currently have product liability insurance that we believe is appropriate for our stage of
development and may need to obtain higher levels prior to marketing any of our product candidates. Any insurance we have or may obtain may not provide
sufficient coverage against potential liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result,
we may be unable to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have an
adverse effect on our business.
Our relationships with customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse, transparency and other
health care laws and regulations, which could expose us to, among other things, criminal sanctions, civil penalties, contractual damages,
reputational harm, administrative burdens and diminished profits and future earnings.
Health care providers and third-party payors play a primary role in the recommendation and prescription of any product candidates for which we
obtain marketing approval. Our future arrangements with third-party payors and customers may
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expose us to broadly applicable fraud and abuse and other health care laws and regulations that may constrain the business or financial arrangements and
relationships through which we market, sell and distribute our products for which we obtain marketing approval. Restrictions under applicable federal and
state health care laws and regulations include the following:
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the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving
or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or
the purchase, order or recommendation of, any good or service, for which payment may be made under a federal health care program such as
Medicare and Medicaid;
the federal false claims and civil monetary penalties laws, including the civil False Claims Act, impose criminal and civil penalties, including civil
whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the
federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay
money to the federal government;
the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes criminal and civil liability for, among other things,
executing or attempting to execute a scheme to defraud any health care benefit program or making false statements relating to health care matters;
• HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes
obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable
health information;
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the federal Physician Payments Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics, and medical supplies for
which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report to CMS
annually information regarding payments and other transfers of value to physicians and teaching hospitals as well as information regarding
ownership and investment interests held by physicians and their immediate family members. The information was initially made publicly available
on a searchable website in September 2014 and is disclosed on an annual basis; and
analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements
and claims involving health care items or services reimbursed by non-governmental third-party payors, including private insurers.
The ACA, among other things, amended the intent standard of the federal Anti-Kickback Statute and criminal health care fraud statutes to a stricter
standard such that a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the ACA codified
case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for
purposes of the federal False Claims Act.
Some state laws require biotechnology companies to comply with the biotechnology industry’s voluntary compliance guidelines and the relevant
compliance guidance promulgated by the federal government and may require drug manufacturers to report information related to payments and other
transfers of value to physicians and other health care providers or marketing expenditures. For example, several states now require prescription drug
companies to report certain expenses relating to the marketing and promotion of drug products and to report gifts and payments to individual health care
practitioners in these states. Other states prohibit various marketing-related activities, such as the provision of certain kinds of gifts or meals. Still other
states require the posting of information relating to clinical studies and their outcomes. Some states require the reporting of certain pricing information,
including information pertaining to and justifying price increases. Some states further require pharmaceutical companies to implement compliance
programs and/or marketing codes. Compliance with these laws is difficult and time consuming, and companies that do not comply with these state laws
face civil penalties.
State and foreign laws also govern the privacy and security of health information in some circumstances, many of which differ from each other in
significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. For example, the collection and use of health data in the EU
and the UK is governed by the General Data Protection Regulation (“GDPR”), which became fully applicable in May 2018 and has been incorporated into
the UK’s data protection laws following Brexit. The GDPR extends the geographical scope of EU data protection law to non-EU entities under certain
conditions, tightens existing EU data protection principles and creates new obligations for companies and new rights for individuals. The GDPR is
complex, and guidance, interpretation and application under the GDPR are still developing. Failure to comply with the GDPR may result in substantial
fines and other administrative penalties of up to the greater of €20 million or 4% of worldwide revenue. The GDPR may increase our responsibility and
liability in relation to personal data that we process and we may be required to put in place additional mechanisms ensuring compliance with the GDPR.
The pending EU ePrivacy Regulation is also expected to establish new requirements applicable to the handling of personal data and imposes penalties for
non-compliance. In addition, the GDPR increases the scrutiny of transfers of personal data from clinical trial sites located in the
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European Economic Area to the United States and other jurisdictions that the European Commission does not recognize as having “adequate” data
protection laws. For example, in July 2016, the European Commission adopted the EU-U.S. Privacy Shield Framework (the “Privacy Shield Framework”),
which replaced the prior U.S. Safe Harbor scheme. On July 16, 2020, the Court of Justice of the European Union issued a decision, known as Schrems II,
that declared the Privacy Shield Framework invalid. The Schrems II decision also resulted in substantial additional compliance obligations for companies
that implement standard contractual clauses to ensure a valid basis for the transfer of personal data outside of Europe. The European Commission has also
adopted new standard contractual clauses that impose substantial additional obligations on the companies that wish to use the clauses as the basis for their
data transfers. The UK has proposed a new form of international data transfer agreement that is expected to go into effect on March 21, 2022, and which
imposes similar substantial obligations. Additionally, California enacted the California Consumer Privacy Act (“CCPA”), which became effective on
January 1, 2020, and the California Privacy Rights Act (“CPRA”), which modifies the CCPA and creates additional obligations beginning on January 1,
2022. The CCPA and CPRA provide California residents expanded rights to access and delete their personal information, opt out of certain personal
information sharing and receive detailed information about how their personal information is used, and provides for civil penalties for violations, as well as
a private right of action for data breaches that is expected to increase data breach litigation. Generally, in recent years that has been a trend towards
countries adopting stricter forms of data protection legislation, such as China’s Personal Information Protection Law, which went into effect in November
2021. The costs of compliance with, and other burdens imposed by, the GDPR, CCPA and other U.S., EU and worldwide laws may impose onerous
requirements on our business and, if our efforts to comply with such laws are not successful, our business could be adversely affected.
Efforts to ensure that our current and future business arrangements with third parties will comply with applicable health care laws and regulations
will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future
statutes, regulations or case law involving applicable fraud and abuse or other health care laws and regulations. If our operations are found to be in
violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant penalties, including civil,
criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government funded health care
programs, such as Medicare and Medicaid, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or
restructuring of our operations. Defending against any such actions can be costly, time-consuming and may require significant financial and personnel
resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.
Further, if any of the physicians or other health care providers or entities with whom we expect to do business is found to be not in compliance with
applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded health care programs.
Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and
insider trading.
We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include failures to comply with FDA
regulations, to provide accurate information to the FDA, to comply with federal and state health care fraud and abuse laws and regulations, to report
financial information or data accurately or to disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the health
care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These
laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive
programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical
trials, which could result in regulatory sanctions and serious harm to our reputation. We have adopted a code of conduct, but it is not always possible to
identify and deter employee misconduct. The precautions we take to detect and prevent this activity may not be effective in controlling unknown or
unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these
laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions
could have a significant impact on our business, including the imposition of significant fines or other sanctions.
Risks Related to Intellectual Property
If we are unable to obtain or protect intellectual property rights, we may not be able to compete effectively in our market.
Our success depends in significant part on our and our licensors’, licensees’ or collaborators’ ability to establish, maintain and protect patents and
other intellectual property rights and operate without infringing the intellectual property rights of others. We have filed numerous patent applications both
in the United States and in foreign jurisdictions to obtain patent rights to inventions we have discovered. We have also licensed from third parties rights to
patent portfolios. Some of these
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licenses give us the right to prepare, file and prosecute patent applications and maintain and enforce patents we have licensed, and other licenses may not
give us such rights. The patent prosecution process is expensive and time-consuming, and we and our current or future licensors, licensees or collaborators
may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that
we or our licensors, licensees or collaborators will fail to identify patentable aspects of inventions made in the course of development and
commercialization activities before it is too late to obtain patent protection on them. Moreover, in some circumstances, we may not have the right to control
the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology that we license from or license to third parties
and are reliant on our licensors, licensees or collaborators. Therefore, these patents and applications may not be prosecuted and enforced in a manner
consistent with the best interests of our business. If our current or future licensors, licensees or collaborators fail to establish, maintain or protect such
patents and other intellectual property rights, such rights may be reduced or eliminated. If our licensors, licensees or collaborators are not fully cooperative
or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.
The patent position of biotechnology companies generally is highly uncertain, involves complex legal and factual questions and has in recent years
been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our and our current or future
licensors’, licensees’ or collaborators’ patent rights are highly uncertain. Our and our licensors’, licensees’ or collaborators’ pending and future patent
applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from
commercializing competitive technologies and products. The patent examination process may require us or our licensors, licensees or collaborators to
narrow the scope of the claims of our or our licensors’, licensees’ or collaborators’ pending and future patent applications, which may limit the scope of
patent protection that may be obtained. In the past, we have not always been able to obtain the full scope of patent protection we have initially sought in our
patent applications, and as described above and as is typical for most biotechnology patent prosecution, we have been required to narrow or eliminate
patent claims as part of the patent prosecution process. In addition, some patent applications that we or our licensors have filed have not resulted in issued
patents because we or our licensors have abandoned those patent applications as changes in business and/or legal strategies dictated.
We cannot assure you that all of the potentially relevant prior art relating to our patents and patent applications has been found. If such prior art
exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue and even if such
patents cover our product candidates, third parties may initiate opposition, interference, re-examination, post-grant review, inter partes review, nullification
or derivation action in court or before patent offices or similar proceedings challenging the validity, enforceability or scope of such patents, which may
result in the patent claims being narrowed or invalidated. Our and our licensors’, licensees’ or collaborators’ patent applications cannot be enforced against
third parties practicing the technology claimed in such applications unless and until a patent issues from such applications, and then only to the extent the
issued claims cover the technology.
Because patent applications in the United States and most other countries are confidential for a period of time after filing, and some remain so until
issued, we cannot be certain that we or our licensors, licensees, or collaborators were the first to file any patent application related to a product candidate.
Furthermore, if third parties have filed such patent applications on or before March 15, 2013, an interference proceeding in the United States can be
initiated by such third parties to determine who was the first to invent any of the subject matter covered by the patent claims of our applications. If third
parties have filed such applications after March 15, 2013, a derivation proceeding in the United States can be initiated by such third parties to determine
whether our invention was derived from theirs. Even where we have a valid and enforceable patent, we may not be able to exclude others from practicing
our invention where the other party can show that they used the invention in commerce before our filing date or the other party benefits from a compulsory
license. In addition, patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is
generally 20 years from its earliest U.S. filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited.
Even if patents covering our product candidates are obtained, once the patent life has expired for a product, we may be open to competition from
competitive medications, including biosimilar or generic medications.
Furthermore, given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting
such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not
provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. We expect to seek extensions of patent terms
where these are available in any countries where we are prosecuting patents. This includes in the United States under the Drug Price Competition and
Patent Term Restoration Act of 1984, which permits a patent term extension of up to five years beyond the expiration of the patent. However the applicable
authorities, including the FDA and the U.S. Patent and Trademark Office (“USPTO”) in the United States, and any equivalent foreign regulatory authority,
may not agree with our assessment of whether such extensions are available and may refuse to grant extensions to our patents or may grant more limited
extensions than we request. If this occurs, our competitors may take advantage of our investment in development and clinical trials by referencing our
clinical and preclinical data and launch their product earlier than might otherwise be the case.
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We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting, enforcing and defending patents on product candidates in all countries throughout the world would be prohibitively expensive,
and our or our licensors’, licensees’ or collaborators’ intellectual property rights may not exist in some countries outside the United States or may be less
extensive in some countries than in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same
extent as federal and state laws in the United States. Consequently, we and our licensors, licensees or collaborators may not be able to prevent third parties
from practicing our and our licensors’, licensees’ or collaborators’ inventions in all countries outside the United States or from selling or importing
products made using our and our licensors’, licensees’ or collaborators’ inventions in and into the United States or other jurisdictions. Competitors may use
our and our licensors’, licensees’ or collaborators’ technologies in jurisdictions where we have not obtained patent protection to develop their own products
and, further, may export otherwise infringing products to territories where we and our licensors, licensees or collaborators have patent protection but
enforcement is not as strong as that in the United States. These products may compete with our product candidates, and our and our licensors’, licensees’ or
collaborators’ patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal
systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection,
particularly those relating to biotechnology, which could make it difficult for us and our licensors, licensees or collaborators to stop the infringement of our
and our licensors’, licensees’ or collaborators’ patents or marketing of competing products in violation of our and our licensors’, licensees’ or
collaborators’ proprietary rights generally. Proceedings to enforce our and our licensors’, licensees’ or collaborators’ patent rights in foreign jurisdictions
could result in substantial costs and divert our and our licensors’, licensees’ or collaborators’ efforts and attention from other aspects of our business, could
put our and our licensors’, licensees’ or collaborators’ patents at risk of being invalidated or interpreted narrowly and our and our licensors’, licensees’ or
collaborators’ patent applications at risk of not issuing and could provoke third parties to assert claims against us or our licensors, licensees or
collaborators. We or our licensors, licensees or collaborators may not prevail in any lawsuits that we or our licensors, licensees or collaborators initiate, and
the damages or other remedies awarded, if any, may not be commercially meaningful.
Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining
and enforcing patents in the biopharmaceutical industry involve technological and legal complexity, and obtaining and enforcing biopharmaceutical patents
is costly, time-consuming, and inherently uncertain.
Patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our and our licensors’, licensees’ or
collaborators’ patent applications and the enforcement or defense of our or our licensors’, licensees’ or collaborators’ issued patents. On September 16,
2011, the Leahy-Smith America Invents Act (the “AIA”) was signed into law. The AIA includes a number of significant changes to U.S. patent law. These
include provisions that affect the way patent applications are prosecuted and may also affect patent litigation.
An important change introduced by the AIA is that, as of March 16, 2013, the United States transitioned to a “first-to-file” system for deciding
which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention. A third party that
files a patent application in the USPTO after that date but before us could therefore be awarded a patent covering an invention of ours even if we had made
the invention before it was made by the third party. This will require us to be cognizant going forward of the time from invention to filing of a patent
application, but circumstances could prevent us from promptly filing patent applications on our inventions.
Among some of the other changes introduced by the AIA are changes that limit where a patentee may file a patent infringement suit and providing
opportunities for third parties to challenge any issued patent in the USPTO. This applies to all of our U.S. patents, even those issued before March 16,
2013. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to
invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even
though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to
use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a
district court action. The AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and
the enforcement or defense of our issued patents.
Moreover, future and recent past changes in the patent laws in the U.S. and abroad could impact or could increase the uncertainties and costs
surrounding the prosecution of our and our licensors’, licensees’ or collaborators’ patent applications and the enforcement or defense of our or our
licensors’, licensees’ or collaborators’ issued patents, which could have an impact
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on our business and financial conditions. For example, over the past decade, the U.S. Supreme Court and the U.S. Court of Appeals for the Federal Circuit
have rendered decisions in several patent cases such as Association for Molecular Pathology v. Myriad Genetics, Inc., BRCA1- & BRCA2-Based Hereditary
Cancer Test Patent Litig., Mayo Collaborative Services v. Prometheus Laboratories, Inc., and Alice Corporation Pty. Ltd. v. CLS Bank International, either
narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to
increasing uncertainty with regard to our and our licensors’, licensees’ or collaborators’ ability to obtain patents in the future, these type of changes in the
patent laws have created uncertainty with respect to the value of patents, once obtained. Depending on decisions by Congress, the federal courts, and the
USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our and our licensors’, licensees’ or
collaborators’ ability to obtain new patents or to enforce existing patents and patents that we and our licensors, licensees or collaborators may obtain in the
future.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other
requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these
requirements.
Periodic maintenance and annuity fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the
lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee
payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee
or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or
patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment
or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to
properly legalize and submit formal documents. If we or our licensors, licensees or collaborators fail to maintain the patents and patent applications
covering our product candidates, our competitors might be able to enter the market, which would have an adverse effect on our business.
Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our
trade secrets will be misappropriated or disclosed.
Because we collaborate with various collaborators on the development and commercialization of one or more of our product candidates and
because we rely on third parties to manufacture our product candidates, we must, at times, share trade secrets with them. We seek to protect our wholly-
owned technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other
similar agreements with our advisors, employees, third-party contractors and consultants prior to disclosing proprietary information. These agreements
typically limit the rights of the third parties to use or disclose our confidential information, including our trade secrets. Despite the contractual provisions
employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets
become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements.
Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized
use or disclosure would impair our competitive position and may have an adverse effect on our business.
In addition, these agreements typically restrict the ability of our advisors, employees, third-party contractors and consultants to publish data
potentially relating to our trade secrets, although our agreements may contain certain limited publication rights. For example, any academic institution that
we may collaborate with in the future may be granted rights to publish data arising out of such collaboration, provided that we are notified in advance and
given the opportunity to delay publication for a limited time period in order for us to secure patent protection of intellectual property rights arising from the
collaboration, in addition to the opportunity to remove confidential or trade secret information from any such publication. Our existing collaborative
research and development programs may require us to share trade secrets under the terms of our research and development collaborations or similar
agreements. Despite our efforts to protect our trade secrets, our competitors may discover our trade secrets through breach of our agreements with third
parties, independent development or publication of information by any of our third-party collaborators. A competitor’s discovery of our trade secrets would
impair our competitive position and have an adverse impact on our business.
We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful
and have an adverse effect on the success of our business.
Third parties may infringe our or our licensors’, licensees’ or collaborators’ patents or misappropriate or otherwise violate our or our licensors’,
licensees’ or collaborators’ intellectual property rights. In the future, we or our licensors, licensees or collaborators may initiate legal proceedings to
enforce or defend our or our licensors’, licensees’ or collaborators’ intellectual property rights, such as the litigation we initiated in August 2020 to enforce
our rights under our collaboration with GSK, to protect our or our licensors’, licensees’ or collaborators’ trade secrets or to determine the validity or scope
of intellectual
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property rights we own or control. Also, third parties may initiate legal proceedings against us or our licensors, licensees or collaborators to challenge the
validity or scope of intellectual property rights we own or control. These proceedings can be expensive and time-consuming, and many of our or our
licensors’, licensees’ or collaborators’ adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these
legal actions than we or our licensors, licensees or collaborators. In addition, in an infringement proceeding, a court may decide that a patent owned by or
licensed to us is invalid or unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our or our licensors’,
licensees’ or collaborators’ patents do not cover the technology in question. Furthermore, an adverse result in any litigation or administrative proceeding
could put one or more of our or our licensors’, licensees’ or collaborators’ patents at risk of being invalidated, held unenforceable or interpreted narrowly.
Accordingly, despite our or our licensors’, licensees’ or collaborators’ efforts, we or our licensors, licensees or collaborators may not prevent third
parties from infringing upon or misappropriating intellectual property rights we own or control, particularly in countries where the laws may not protect
those rights as fully as in the United States. In addition, litigation and administrative proceedings could result in substantial costs and diversion of
management resources, which could harm our business and financial results.
Within and outside of the United States, there has been a substantial amount of litigation and administrative proceedings regarding patent and other
intellectual property rights in the pharmaceutical industry including opposition, derivation, reexamination, inter partes review or interference proceedings,
or other preissuance or post-grant proceedings. Such proceedings may be provoked by third parties or by us or our licensors, licensees or collaborators to
protect or enforce our or our licensors’, licensees’ or collaborators’ patents or patent applications. Additionally, third-party preissuance submission of prior
art to the USPTO or other foreign jurisdictions may jeopardize the issuance or scope of our or our licensors’, licensees’ or collaborators’ patent
applications. An unfavorable outcome in any such proceedings could require us or our licensors, licensees or collaborators to cease using the related
technology, or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us or our
licensors, licensees or collaborators a license on commercially reasonable terms or at all, and we could be forced to stop commercializing our product
candidates. Even if we or our licensors, licensees or collaborators obtain a license, it may be non-exclusive, thereby giving our competitors access to the
same technologies licensed to us or our licensors, licensees or collaborators.
In addition, if the breadth or strength of protection provided by our or our licensors’, licensees’ or collaborators’ patents and patent applications is
threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates. Even if we
successfully defend such litigation or proceeding, we may incur substantial costs, and it may distract our management and other employees. We could be
found liable for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of
hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have an
adverse effect on the price of shares of our common stock.
If we breach the license agreements related to our product candidates, we could lose the ability to continue the development and
commercialization of our product candidates.
Our commercial success depends upon our ability, and the ability of our licensors, licensees and collaborators, to develop, manufacture, market and
sell our product candidates and use our and our licensors’, licensees’ or collaborators’ wholly-owned technologies without infringing the proprietary rights
of third parties. A third party may hold intellectual property, including patent rights that are important or necessary to the development of our products. As
a result, we are a party to a number of technology licenses that are important to our business and expect to enter into additional licenses in the future. For
example, we have in-licensed the rights to certain intellectual property relating to SHM under our in-license agreement with the Medical Research Council,
which is the subject of issued patents and pending patent applications in certain countries. If we fail to comply with the obligations under these agreements,
including payment and diligence terms, our licensors may have the right to terminate these agreements, in which event we may not be able to develop,
manufacture, market or sell any product that is covered by these agreements or may face other penalties under the agreements. Such an occurrence could
adversely affect the value of the product candidate being developed under any such agreement. Termination of these agreements or reduction or elimination
of our rights under these agreements may result in our having to negotiate new or reinstated agreements, which may not be available to us on equally
favorable terms, or at all, or cause us to lose our rights under these agreements, including our rights to intellectual property or technology important to our
development programs.
Disputes may arise regarding intellectual property subject to a licensing agreement, including:
•
the scope of rights granted under the license agreement and other interpretation-related issues;
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•
•
•
•
•
the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
the sublicensing of patent and other rights under any collaboration relationships we might enter into in the future;
our diligence obligations under the license agreement and what activities satisfy those diligence obligations;
the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by us and our licensors, licensees or
collaborators; and
the priority of invention of patented technology.
If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on
acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.
Third parties may initiate legal proceedings against us alleging that we infringe their intellectual property rights, or we may initiate legal
proceedings against third parties to challenge the validity or scope of intellectual property rights controlled by third parties, the outcome of which
would be uncertain and could have an adverse effect on the success of our business.
Third parties may initiate legal proceedings against us or our licensors, licensees or collaborators alleging that we or our licensors, licensees or
collaborators infringe their intellectual property rights or we or our licensors, licensees or collaborators may initiate legal proceedings against third parties
to challenge the validity or scope of intellectual property rights controlled by third parties, including in oppositions, interferences, reexaminations, post-
grant reviews, inter partes reviews or derivation proceedings in the United States or other jurisdictions. These proceedings can be expensive and time-
consuming, and many of our or our licensors’, licensees’ or collaborators’ adversaries in these proceedings may have the ability to dedicate substantially
greater resources to prosecuting these legal actions than we or our licensors, licensees or collaborators.
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and
commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and
would be a substantial diversion of management and employee resources from our business. An unfavorable outcome could require us or our licensors,
licensees or collaborators to cease using the related technology, to cease developing or commercializing our product candidates or to attempt to license
rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us or our licensors, licensees or collaborators a
license on commercially reasonable terms or at all. Even if we or our licensors, licensees or collaborators obtain a license, it may be non-exclusive, thereby
giving our competitors access to the same technologies licensed to us or our licensors, licensees or collaborators. In addition, we could be found liable for
monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent. A finding of infringement could
prevent us from commercializing our product candidates or force us to cease some of our business operations, which could harm our business.
We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming
ownership of what we regard as our own intellectual property.
Many of our employees, including our senior management, were previously employed at universities or at other biopharmaceutical companies,
including our competitors or potential competitors. Some of these employees executed proprietary rights, non-disclosure and non-competition agreements
in connection with such previous employment. Although we try to ensure that our employees do not use the proprietary information or know-how of others
in their work for us, we may be subject to claims that we or these employees have used or disclosed confidential information or intellectual property,
including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these
claims.
If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or
personnel or sustain damages. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such
third party to commercialize our technology or products, which license could be non-exclusive, thereby giving our competitors access to the same
technologies licensed to us. Such a license may not be available on commercially reasonable terms or at all. Even if we successfully prosecute or defend
against such claims, litigation could result in substantial costs and distract management.
Our inability to protect our confidential information and trade secrets would harm our business and competitive position.
In addition to seeking patents for some of our technology and products, we also rely on trade secrets, including unpatented know-how, technology
and other proprietary information, to maintain our competitive position. We seek to protect
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these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees,
corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We also enter into
confidentiality and invention or patent assignment agreements with our employees and consultants. Despite these efforts, any of these parties may breach
the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is
unpredictable. In addition, some courts both within and outside the United States may be less willing or unwilling to protect trade secrets. Furthermore, if a
competitor lawfully obtained or independently developed any of our trade secrets, we would have no right to prevent such competitor from using that
technology or information to compete with us, which could harm our competitive position. Additionally, if the steps taken to maintain our trade secrets are
deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret.
If we do not obtain protection under the Hatch-Waxman Amendments and similar foreign legislation for extending the term of patents covering
each of our product candidates, our business may be harmed.
Depending upon the timing, duration and conditions of FDA marketing approval of our product candidates, one or more of our U.S. patents may be
eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984 (the “Hatch-Waxman Amendments”).
The Hatch-Waxman Amendments permit a patent term extension of up to five years for a patent covering an approved product as compensation for
effective patent term lost during product development and the FDA regulatory review process. However, we may not receive an extension if we fail to
apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the
length of the extension could be less than we request. If we are unable to obtain patent term extension or the term of any such extension is less than we
request, the period during which we can enforce our patent rights for that product will be shortened, and our competitors may obtain approval to market
competing products sooner. As a result, our revenue from applicable products could be reduced, possibly materially.
Risks Related to Ownership of Our Common Stock
The market price of our stock has been and may continue to be volatile, and you could lose all or part of your investment.
The trading price of our common stock may be highly volatile and subject to wide fluctuations in response to various factors, some of which we
cannot control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this report, these factors include:
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the success of competitive products;
regulatory actions with respect to our products or our competitors’ products;
actual or anticipated changes in our growth rate relative to our competitors;
announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations or capital commitments;
results of preclinical studies and clinical trials of our product candidates or those of our competitors;
regulatory or legal developments in the United States and other countries;
developments or disputes concerning patent applications, issued patents or other proprietary rights;
the recruitment or departure of key personnel;
the level of expenses related to any of our product candidates or clinical development programs;
developments with respect to our existing collaboration agreements and announcements of new collaboration agreements;
disputes, breaches and terminations of our manufacturing agreements, collaborations agreements or other important agreements;
the results of our efforts to in-license or acquire additional product candidates or products;
actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
variations in our financial results or those of companies that are perceived to be similar to us;
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
announcement or expectation of additional financing efforts;
sales of our common stock by us, our insiders or our other stockholders;
changes in the structure of health care payment systems;
• market conditions in the biotechnology sector; and
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general economic, industry and market conditions.
In addition, the stock market in general, and the Nasdaq Global Select Market and biotechnology companies in particular, have experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market
and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, following
periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted
against these companies. We are currently subject to securities litigation, which is described in Item 3, “Legal Proceedings.” This or any future securities
litigation could result in substantial costs and a diversion of our management’s attention and resources. The realization of any of the above risks or any of a
broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and adverse impact on the market price of our
common stock.
We have broad discretion in the use of the net proceeds from our public offerings and may not use them effectively.
Our management has broad discretion in the application of the net proceeds from our public offerings, and you will be relying on the judgment of
our management regarding the application of these proceeds. Our management might not apply the net proceeds from our public offerings in ways that
ultimately increase the value of your investment. If we do not invest or apply the net proceeds from our public offerings in ways that enhance stockholder
value, we may fail to achieve expected financial results, which could cause our stock price to decline.
We may be subject to securities litigation, which is expensive and could divert management attention.
The market price of our common stock is volatile and, in the past, companies that have experienced volatility in the market price of their stock have
been subject to securities class action litigation. We have been, and may in the future be, the target of this type of litigation. We are currently subject to
securities litigation, which is described in Item 3, “Legal Proceedings.” Regardless of the outcome, these matters or future litigation against us could result
in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain
additional executive management and qualified board members.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Protection Act,
as well as rules adopted, and to be adopted, by the SEC and the Nasdaq Global Select Market. Our management and other personnel devote a substantial
amount of time to these compliance initiatives. In addition, changing laws, regulations, and standards relating to corporate governance and public
disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming.
We intend to continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and
administrative expenses and a diversion of management’s time and attention. If our efforts to comply with new laws, regulations, and standards differ from
the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal
proceedings against us and our business may be adversely affected. For example, we expect these rules and regulations to make it more difficult and more
expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain sufficient coverage. We
cannot predict or estimate the amount or timing of additional costs we may incur to respond to these and future requirements. The impact of these
requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as
executive officers.
In addition, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and
provide a management report on our internal controls on an annual basis. If we have material weaknesses in our internal control over financial reporting,
we may not detect errors on a timely basis and our financial statements may be materially misstated. We have only recently compiled the systems,
processes and documentation necessary to comply with Section 404 of the Sarbanes-Oxley Act. We will need to maintain and enhance these processes and
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controls as we grow, and we may require additional management and staff resources to do so. Additionally, even if we conclude our internal controls are
effective for a given period, we may in the future identify one or more material weaknesses in our internal controls, in which case our management will be
unable to conclude that our internal control over financial reporting is effective. Regardless of compliance with Section 404, any failure of our internal
control over financial reporting could have a material adverse effect on our reported operating results and harm our reputation. Internal control deficiencies
could also result in a restatement of our financial results.
Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could
result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
We expect that significant additional capital may be needed in the future to continue our planned operations, including conducting clinical trials,
commercialization efforts, expanded research and development activities and costs associated with operating a public company. To raise capital, we may
sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If
we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. We also have registered all
shares of common stock that we may issue under our equity incentive plans or that are issuable upon exercise of outstanding options. These shares can be
freely sold in the public market upon issuance and once vested, subject to volume limitations applicable to affiliates. If any of these additional shares are
sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline. Such sales may also result in
material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably
assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management and
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls
and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an
unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur
and not be detected.
We do not intend to pay dividends on our common stock, so any returns will be limited to the value of our stock.
We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the
development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return
to stockholders will therefore be limited to the appreciation of their stock.
Provisions in our restated certificate of incorporation and restated bylaws and Delaware law might discourage, delay or prevent a change in
control of our company or changes in our management and, therefore, depress the market price of our common stock.
Our restated certificate of incorporation and restated bylaws contain provisions that could depress the market price of our common stock by acting
to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem
advantageous. These provisions, among other things:
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establish a classified board of directors so that not all members of our board are elected at one time;
permit only the board of directors to establish the number of directors and fill vacancies on the board;
provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison
pill”);
eliminate the ability of our stockholders to call special meetings of stockholders;
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
prohibit cumulative voting; and
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at
annual stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law (“DGCL”) may discourage, delay or prevent a change in control of our
company. Section 203 of the DGCL imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15%
or more of our common stock.
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding
our stock, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our
business. If any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock
performance, or if our clinical trial results or operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more
of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause
our stock price or trading volume to decline.
We plan to use potential future operating losses and our federal and state net operating loss (“NOL”) carryforwards to offset taxable income from
revenue generated from operations or corporate collaborations. However, our ability to use NOL carryforwards could be limited as a result of
additional issuances of equity securities.
We plan to use our current year operating losses to offset taxable income from any revenue generated from operations or corporate collaborations.
To the extent we have taxable income, we plan to use our NOL carryforwards to offset income that would otherwise be taxable. However, the benefits from
the use of our NOL carryforwards may be impaired or limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if we
incur a cumulative ownership change of more than 50%, as interpreted by the U.S. Internal Revenue Service, over a three-year period. Under legislative
changes made by U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act, or the TCJA, the U.S. federal net operating losses
incurred in 2018 and in future years may be carried forward indefinitely, but the ability to utilize such federal net operating losses to offset taxable income
is limited to 80% of our taxable income before the deduction for such net operating loss carryovers. It is uncertain if and to what extent various states will
conform to the TCJA. Our use of federal NOL carryforwards could be limited further by the provisions of Section 382 of the Code depending upon the
timing and amount of additional equity securities that we have issued or will issue. State NOL carryforwards may be similarly limited. Any such
disallowances may result in greater tax liabilities than we would incur in the absence of such a limitation, and any increased liabilities could adversely
affect our business, results of operations, financial condition and cash flow.
As of December 31, 2021, we have federal NOLs of approximately $293.4 million, which expire beginning December 31, 2028 through December
31, 2037, if not used to reduce income taxes payable in the future.
We are a smaller reporting company and may elect to comply with reduced public company reporting requirements applicable to smaller
reporting companies, which could make our common stock less attractive to investors.
We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a
parent company that is not a “smaller reporting company,” and have either: (i) a public float of less than $250 million or (ii) annual revenues of less than
$100 million during the most recently completed fiscal year and (A) no public float or (B) a public float of less than $700 million. As a “smaller reporting
company,” we are subject to reduced disclosure obligations in our SEC filings compared to other issuers, including with respect to disclosure obligations
regarding executive compensation in our periodic reports and proxy statements. Until such time as we cease to be a “smaller reporting company,” such
reduced disclosure in our SEC filings may make it harder for investors to analyze our operating results and financial prospects.
If some investors find our common stock less attractive as a result of any choices to reduce future disclosure we may make, there may be a less
active trading market for our common stock and our stock price may be more volatile.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
Our principal executive office is located at 10770 Wateridge Circle in San Diego, California, and consists of approximately 45,000 square feet of
leased office and laboratory space under a lease for a term of 124 months, beginning on April 5, 2021. We use these facilities for our administrative,
research and development and other activities.
Item 3. Legal Proceedings
On March 25, 2020, a putative securities class action was filed in the United States District Court for the Southern District of California naming the
Company and certain of its current or former officers as defendants. The complaint purports to assert claims under Section 10(b) of the Exchange Act Rule
10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our common stock between October 10, 2017 and November
7, 2019 (the “Class Period”). An amended complaint was filed on September 30, 2020 alleging that, during the Class Period, the defendants made material
misrepresentations or omissions regarding our etokimab product candidate that artificially inflated our stock price. The plaintiff sought, among other things,
damages in an unspecified amount, as well as costs and expenses. On September 20, 2021, the Court granted defendants’ motion to dismiss the amended
complaint with leave to amend. Plaintiff did not file a further amended complaint and, on November 30, 2021, the Court dismissed the action with
prejudice.
On May 3, 2021, a shareholder derivative complaint was filed in the same Court based on allegations substantially similar to those in the class
action, and purporting to assert claims on the Company’s behalf against current or former officers and directors for alleged violation of Sections 14(a) and
20(a) of the Exchange Act, breach of fiduciary duties, unjust enrichment, waste of corporate assets and insider selling. The parties to that derivative action
have agreed to the following: (1) the action should be dismissed without prejudice, meaning that the dismissal would not preclude the company, or another
shareholder acting on behalf of the company, from asserting such claims in the future; (2) the plaintiffs and the defendants will all bear their own fees and
costs incurred in connection with the action; and (3) neither the plaintiffs nor their counsel have received, or will receive, payment, compensation or
consideration of any kind, directly or indirectly, in connection with the action or its dismissal. By Order dated January 14, 2022, the Court directed the
Company to provide, in its filing on Form 10-K for the year ending December 31, 2021, notice to shareholders of the proposed dismissal without prejudice,
which the Company hereby does. The Court further directed the parties to notify the Court following the filing of the Form 10-K, and ordered that the
action will be dismissed without prejudice fourteen (14) days thereafter unless, within such time, a shareholder moves to intervene in the action.
We are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We investigate these claims as they arise
and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of outcome, litigation can have an
adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Trading Symbol and Holders
Our common stock has been listed on the Nasdaq Global Select market under the symbol “ANAB” since January 26, 2017. As of March 3, 2022,
we had approximately 11 holders of record of our common stock. This number does not include beneficial owners whose shares were held in street name.
Dividend Policy
We have never declared or paid cash or stock dividends on our common stock. We currently intend to retain all available funds and any future
earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future
determination to declare dividends on common stock will be made at the discretion of our board of directors and will depend on our financial condition,
operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Issuer Purchases of Equity Securities
We did not purchase any of our registered equity securities during the period covered by this Annual Report on Form 10-K.
Item 6. Reserved
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the historical consolidated
financial statements and the notes thereto included in Part II, Item 8—Consolidated Financial Statements and Supplementary Data of this Annual Report
on Form 10-K. This discussion and other sections of this Annual Report contain forward-looking statements that involve risks and uncertainties, such as
our plans, objectives, expectations, intentions, and beliefs. Our actual results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the
section entitled “Risk Factors” included in Part I, Item 1A of this Annual Report. You should also carefully read “Special Note Regarding Forward-
Looking Statements”.
Overview
We are a clinical stage biotechnology company developing first-in-class immunology therapeutic product candidates focused on emerging immune
control mechanisms applicable to inflammation and immuno-oncology indications. We develop our product candidates using our proprietary antibody
discovery technology platform, which is based upon a breakthrough understanding of the natural process of antibody generation, known as somatic
hypermutation (“SHM”), and replicates this natural process of antibody generation in vitro. Our strategy is to advance the development of our proprietary
product candidates, and where applicable, establish partnerships with leading biopharmaceutical companies where we retain certain development and
commercialization rights. Our most advanced wholly-owned antibody programs, imsidolimab, rosnilimab, previously referred to as ANB030, and
ANB032, are designed to modulate therapeutic targets that are genetically associated with human inflammatory disorders.
Imsidolimab, our IL-36R antibody previously referred to as ANB019, inhibits the interleukin-36 receptor (“IL-36R”), and is being developed for
the treatment of multiple dermatological inflammatory diseases. We completed a Phase 1 clinical trial in healthy volunteers, which was presented at the
European Academy of Allergy and Clinical Immunology in 2018, where imsidolimab was well-tolerated by all subjects, no dose-limiting toxicities were
observed, and no serious adverse events were reported among any subjects in the clinical trial. In July 2020, the U.S. Food and Drug Administration (the
“FDA”) granted Orphan Drug Designation for imsidolimab for the treatment of patients with GPP. We completed an open-label, multi-dose, single-arm
Phase 2 clinical trial of imsidolimab in 8 GPP patients, also referred to as the GALLOP clinical trial, where top-line data through week 16 was presented at
the European Academy of Dermatology and Venerology (EADV) Congress on October 2, 2021. In this trial, 6 of 8 (75%) patients treated with imsidolimab
monotherapy achieved the primary endpoint of response on the clinical global impression (“CGI”) scale at week 4 and week 16, without requiring rescue
medication. Two of 8 (25%) patients were considered to have not met the primary endpoint because they dropped out of the trial prior to Day 29. The
Modified Japanese Dermatology Association severity index total score (“mJDA-SI”), which incorporates both dermatological and systemic aspects of GPP,
decreased for patients on average by 29% at week 1, 54% at week 4 and 58% at week 16. Erythema with pustules, which clinically defines GPP, decreased
by 60% at week 1, 94% by week 4 and 98% by week 16. Patients achieved a reduction in the Dermatology Life Quality Index (DLQI), which is a patient-
reported measure, of 6 points at week 4 and 11 points by week 16, each of which exceeded the minimal clinically importance difference (MCID) of 4
points. GPP Physician Global Assessment (GPPPGA) scale was implemented by protocol amendment during the course of the trial and was assessed in 4
of the 8 enrolled patients, where zero (clear) or 1 (almost clear) response was achieved in 2 (50%) patients at week 4 and 3 (75%) patients at week 16.
Genotypic testing indicated homozygous wild-type IL-36RN, CARD14 and AP1S3 alleles for all 8 patients. Through week 16, anti-drug antibodies were
only detected in one patient, which occurred at week 12 and did not impact imsidolimab pharmacokinetics or efficacy. Imsidolimab was generally well-
tolerated, and most treatment-emergent adverse events were mild to moderate in severity and resolved without sequelae. No infusion or injection site
reactions were observed. One patient dropped out of the clinical trial due to a diagnosis of Staphylococcal aureus bacteremia in the first week, which was a
serious adverse event deemed to be possibly drug-related. Because the patient was symptomatic prior to dosing and had a prior medical history of
bacteremia, a common comorbidity of GPP, we do not believe this event is likely attributable to imsidolimab. Another patient dropped out of the study on
Day 22 due to investigator reported inadequate efficacy. One patient contracted COVID-19 during the course of the clinical trial, which was deemed a
serious adverse event unrelated to imsidolimab, and did not lead to study discontinuation. While initial GPP epidemiology studies suggested at least 3,000
GPP patients in the United States, medical claims analyses conducted by IQVIA indicate approximately 37,000 unique patients were diagnosed with GPP
at least once, and approximately 15,000 unique patients were diagnosed with GPP at least twice, by a physician between 2017 and 2019 using the
International Classification of Diseases 10th Revision (ICD-10) billing code pertaining to GPP (L40.1).
We met with the FDA during the second quarter of 2021 for an end-of-Phase 2 meeting to review an orphan disease registration plan for
imsidolimab for the treatment of GPP. We have initiated our first Phase 3 trial for imsidolimab for GPP, called GEMINI-1, during the third quarter of 2021.
GEMINI-1 will enroll approximately 45 moderate-to-severe GPP patients, each undergoing an active flare at baseline, which will be randomized equally to
receive a single dose of 750mg intravenous
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(IV) imsidolimab, 300mg IV imsidolimab, or placebo. The primary endpoint of the Phase 3 program is the proportion of patients achieving clear or almost
clear skin as determined by a Generalized Pustular Psoriasis Physician’s Global Assessment (GPPPGA) score of zero or 1 at week 4 of GEMINI-1. Patients
completing the GEMINI-1 trial will subsequently be enrolled in GEMINI-2, our second Phase 3 trial for imsidolimab in GPP, where they will receive
monthly doses of 200mg subcutaneous imsidolimab or placebo depending upon whether they are responders, partial responders or non-responders to
treatment under GEMINI-1. The objective of GEMINI-2 is to assess the efficacy and safety of imsidolimab after 6 months of monthly dosing.
We are conducting a global registry of GPP patients, also referred to as the RADIANCE study, which we anticipate will improve understanding of
the patient journey and assist in enrollment of future GPP clinical trials.
We are conducting clinical development of imsidolimab in moderate-to-severe acne. Acne is the most common skin disorder in the United States,
with approximately 3 million patients diagnosed with moderate-to-severe disease. Moderate-to-severe acne typically presents with painful papules,
pustules, nodules, cysts and scarring. A key contributing factor to the pathogenesis of acne is the immune response to Propionibacterium acnes, or P. acnes,
which is associated with upregulated IL-36 cytokine activity, localized inflammation and neutrophil infiltration of the skin. Existing therapies, including
isotretinoin and systemic antibiotics, provide variable efficacy for moderate-to-severe acne patients and have practical limitations to their use given
potential for clinically meaningful side effects.
We are conducting a Phase 2 clinical trial of imsidolimab, called ACORN, where 120 patients will be randomized equally between two dose levels
of imsidolimab and placebo, for the treatment of moderate-to-severe acne, and we anticipate top-line data during the first half of 2022.
We are conducting clinical development of imsidolimab in hidradenitis suppurativa, also known as acne inversa, which is a chronic inflammatory
skin disease characterized by painful nodules in intertriginous areas that can progress to abscesses, sinus tracks and scarring. Current treatment options for
hidradenitis suppurativa, including antibiotics, corticosteroids and anti-TNF therapy, have variable efficacy in moderate-to-severe patients, which often
leads to surgery for removal of hidradenitis suppurativa nodules. Human translational studies have demonstrated elevated IL-36 cytokine expression in
hidradenitis suppurativa skin biopsies, and we believe treatment of moderate-to-severe hidradenitis suppurativa with imsidolimab may lead to therapeutic
benefit for this patient population. Moderate-to-severe hidradenitis suppurativa affects approximately 150,000 adults in the United States. We are
conducting a Phase 2 clinical trial of imsidolimab in moderate-to-severe hidradenitis suppurativa, called HARP, where 120 patients will be randomized
equally between two dose levels of imsidolimab and placebo, and we anticipate top-line data during the second half of 2022.
Our second wholly-owned program, rosnilimab, previously referred to as ANB030, is an anti-PD-1 agonist antibody program designed to augment
PD-1 signaling through rosnilimab treatment to suppress T-cell driven human inflammatory diseases. Genetic mutations in the PD-1 pathway are known to
be associated with increased susceptibility to human inflammatory diseases, and hence we believe that rosnilimab is applicable to diseases where PD-1
checkpoint receptor function may be under-represented. We presented preclinical data for rosnilimab at the Festival of Biologics Annual Meeting in March
2020, including translational data demonstrating in vitro activity of rosnilimab in alopecia areata patient samples. We announced positive top-line data from
a healthy volunteer Phase 1 clinical trial of rosnilimab in November 2021. A total of 144 subjects were enrolled in the randomized, double-blind, placebo-
controlled healthy volunteer Phase 1 trial, where single ascending dose (SAD) cohorts were administered single subcutaneous or intravenous doses of
rosnilimab ranging between 0.02mg to 600mg or placebo, while multiple ascending dose (MAD) cohorts received four weekly subcutaneous doses of
rosnilimab ranging between 60mg and 400mg or placebo. Dose escalation was conducted subsequent to data safety monitoring board review of safety and
tolerability parameters following each single and multiple ascending dose level. Rosnilimab was generally well-tolerated and no dose limiting toxicities
were observed. The most frequent adverse event reported among SAD cohorts was increased circulating C-reactive protein levels of mild severity in nine
(10%) rosnilimab-dosed subjects occurring sporadically in a dose-independent manner and a severe occurrence in one (3.3%) placebo-dosed subject. MAD
cohorts reported headache as the most frequent adverse event with mild occurrences in three (12.5%) rosnilimab-dosed subjects and none in placebo
subjects. Mild injection site reactions were observed in two subjects (11.1%) administered with multiple subcutaneous rosnilimab doses. Two serious
adverse events were reported in single dose cohorts, including obstructive pancreatitis in a placebo-dosed subject and COVID-19 infection in a rosnilimab-
dosed subject leading to discontinuation which was deemed unrelated to treatment. No serious adverse events were reported in subjects receiving multiple
doses of rosnilimab or placebo.
Pharmacokinetic analyses demonstrated a favorable profile for rosnilimab with an estimated two-week half-life for subcutaneous and intravenous
routes of administration and approximately 80% bioavailability. Low-titer anti-drug antibodies were detected at low single dose levels in 19 (21%)
rosnilimab-dosed subjects, but none were detected in high single dose or multiple dose subjects. Full PD-1 receptor occupancy was observed rapidly during
the first week following single subcutaneous rosnilimab doses at or above 60mg, and was maintained for at least 30 days at or above 200mg single
subcutaneous doses. These data support monthly subcutaneous dosing of rosnilimab for future patient trials. Rosnilimab’s pharmacodynamic activity
resulted in rapid and sustained reduction in the quantity and functional activity of PD-1+ T cells, which are known to be
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pathogenic drivers of inflammatory diseases. Conventional T (Tcon) cells (CD3+, CD25 low) expressing PD-1, which represented approximately 25% of
peripheral T cells at baseline, were reduced by 50%, including in both CD4+ and CD8+ subsets, in a dose-dependent manner and in correlation with
receptor occupancy. This effect was maximized on high-PD-1 expressing Tcon cells, which represented approximately 5% of peripheral T cells, with 90%
reduction relative to baseline. Conversely, total T cells (CD3+), total Tcon cells (CD3+, CD25low) and total regulatory T (Treg) cells (CD3+, CD4+, CD25
bright, CD127-) were unchanged (<5% change from baseline), resulting in a favorable shift in the ratio of PD-1+ Tcon cells to total Treg cells post-
treatment. No effect (<5% reduction from baseline) was observed on any of the aforementioned cell types in placebo-dosed subjects. In addition, an
antigen-specific functional T cell recall response, measured as ex vivo interferon-gamma released in response to tetanus toxoid challenge, was inhibited in
a receptor occupancy dependent manner and was consistent with the observed reduction of PD-1+ Tcon cells, to a maximum of approximately 90% relative
to baseline within 30 days following single rosnilimab dose, while placebo administration had no effect. Based upon these data, we believe rosnilimab’s in
vivo mechanism has the potential to treat T-cell driven human inflammatory diseases. During the fourth quarter of 2021, we initiated AZURE, a
randomized placebo-controlled 45-patient Phase 2 trial of rosnilimab in moderate-to-severe alopecia areata patients with at least 50% scalp hair loss for at
least 6 months prior to enrollment, where the primary endpoint is change in severity of alopecia tool (SALT) relative to baseline. We continue to assess
clinical development opportunities for rosnilimab in additional indications, including vitiligo and rheumatoid arthritis, and will make decisions pending
additional data.
Our third wholly-owned program is an anti-BTLA modulator antibody, known as ANB032, which is broadly applicable to human inflammatory
diseases associated with lymphoid and myeloid immune cell dysregulation. Mutations in the BTLA signaling pathway are associated with human
inflammatory disease, and we believe ANB032 silences pro-inflammatory signaling by modulating BTLA binding to HVEM. We are conducting a healthy
volunteer Phase 1 trial of ANB032, under an Australian Clinical Trial Notification (“CTN”) and anticipate top-line data from this trial during the first half
of 2022. We presented preclinical data regarding ANB032 at the 2020 Federation of Clinical Immunology Societies (FOCIS) Virtual Annual Meeting in
October 2020.
In addition to our wholly-owned antibody programs, multiple Company-developed antibody programs have been advanced to preclinical and
clinical milestones under our collaborations. We have received to date approximately $226.9 million in cash receipts from collaborations. Our
collaborations include an immuno-oncology-focused collaboration with GlaxoSmithKline, Inc. (“GSK”) and an inflammation-focused collaboration with
Bristol-Myers Squibb (“BMS”). A Biologics License Application (“BLA”) for our most advanced partnered program, which is an anti-PD-1 antagonist
antibody called JEMPERLI (dostarlimab), was approved by the FDA in April 2021 for the treatment of advanced or recurrent deficient mismatch repair
endometrial cancer (“dMMREC”). This is the first AnaptysBio-generated antibody, of eight currently under clinical development, to obtain FDA approval.
We earned a $20.0 million milestone payment as a result of this FDA approval. In addition, in April 2021 the European Medicines Agency (“EMA”)
granted conditional marketing authorization in the European Union (“EU”) for JEMPERLI for use in women with mismatch repair deficient
(dMMR)/microsatellite instability-high (MSI-H) recurrent or advanced endometrial cancer who have progressed on or following prior treatment with a
platinum containing regimen, which approval makes JEMPERLI the first anti-PD-1 therapy available for endometrial cancer in Europe. We earned a $10.0
million milestone payment as a result of this approval. A second BLA submitted by GSK was accepted by the FDA during the first quarter of 2021 for
JEMPERLI in pan-deficient mismatch repair tumors (“PdMMRT”). We received a $10.0 million cash milestone payment upon the FDA acceptance of
GSK’s second FDA BLA for JEMPERLI and received $20.0 million cash milestone payment in September 2021, upon FDA approval of this second FDA
BLA of JEMPERLI in August. JEMPERLI is currently in clinical development for various solid tumor indications, including dMMREC, PdMMRT,
colorectal cancer, ovarian cancer, non-small cell lung cancer, cervical cancer, rectal cancer, clear cell sarcoma and head-and-neck squamous cell carcinoma.
GSK is conducting combination trials of dostarlimab with Zejula, belantamab mafodotin (BCMA ADC), GSK6097608 (anti-CD96) and GSK3745417
(STING agonist). In addition, under GSK’s collaboration with iTeos Therapeutics, dostarlimab is being developed in combination with EOS-448 (anti-
TIGIT) and inupadenant (A2A receptor antagonist) in various solid tumor indications, including registration-directed trials combining dostarlimab and
EOS-448 for first-line PD-L1 high non-small cell lung cancer (NSCLC) patients, head and neck squamous cell cancer (HNSCC) and a third undisclosed
indication. In June 2021, GSK estimated potential peak annual global JEMPERLI sales on a non-risk adjusted basis of £1-£2 billion, which is currently
equal to approximately $1.4 to $2.7 billion based on the GBP to USD exchange rate as of December 31, 2021, for currently approved indications and first-
line use in endometrial and ovarian cancer only. In October 2020, we amended our GSK collaboration to increase royalties on global net sales of
JEMPERLI to 8% on annual global net sales below $1.0 billion and 12-25% of annual global net sales above $1.0 billion, add a 1% royalty rate on GSK’s
global net sales of Zejula and received a one-time cash payment of $60.0 million. In October 2021, we signed a royalty monetization agreement (“Royalty
Monetization Agreement”) with Sagard Healthcare Royalty Partners (“Sagard”). Pursuant to this transaction, we received a $250.0 million payment upon
closing in December 2021, in exchange for JEMPERLI royalties due to us on annual commercial sales below $1.0 billion and certain future milestones
starting in October 2021. The aggregate JEMPERLI royalties and milestones to be received by Sagard under the Royalty Monetization Agreement is
capped at certain
64
fixed multiples of the upfront payment based upon time. For more information about these collaborations, see “— Collaborations” included in Part I, Item
1 of this Annual Report.
Following the closing of the Sagard royalty monetization transaction, we ended 2021 with $615.2 million in cash, cash equivalents and investments
and intend to continue to operate in a capital-efficient manner.
As of December 31, 2021, we had an accumulated deficit of $321.8 million, primarily as a result of losses incurred since our inception in 2005. We
expect to continue to incur net operating losses for at least the next several years as we advance our products through clinical development, seek regulatory
approval, prepare for and, if approved, proceed to, commercialization, expand our operations and facilities and grow in new and existing markets,
territories and industries.
For our discussion related to the results of our operations and liquidity and capital resources for fiscal year ended December 31, 2020 compared to
the year ended December 31, 2019, please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020.
COVID-19
We are continuing to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently
uncertain. Our ongoing clinical trials have been, and may continue to be, affected by the closure of offices, or country borders, among other measures being
put in place around the world.
The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing or modifying employee travel,
moving to full remote work, and cancelling physical participation in meetings, events, and conferences). While we have begun to re-open our offices, we
continue to allow remote work, we continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by
government authorities or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate
safety measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration.
The extent of the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments,
including the duration and spread of the outbreak, including its variants, the availability and effectiveness of vaccines, the impact on our clinical trials,
patients, and collaboration partners, and the effect on our suppliers.
Financial Overview
Collaboration Revenue
We have not generated any revenue from product sales. Our revenue has been derived from amortization of upfront license payments, research and
development funding, milestone and royalty payments under collaboration and license agreements with our collaborators. From inception through
December 31, 2021, we have received $226.9 million in cash in non-dilutive funding from our collaborators.
Collaboration and Exclusive License Agreement with GSK
In March 2014, we entered into a Collaboration and Exclusive License Agreement GSK (the “GSK Agreement”) for the development and
commercialization of therapeutic monospecific and bispecific antibodies that antagonize PD-1, TIM-3, LAG-3 and/or a fourth undisclosed checkpoint
receptor. We received $17.0 million in upfront fees from GSK in March 2014, and in November 2014, we amended the agreement with GSK to include the
development and commercialization of bispecific antibodies to another undisclosed target, for an additional upfront fee of $2.0 million. Both upfront fees
were recognized over the same period that our research and development services for which we were reimbursed were performed, which was extended
through December 31, 2016 by amendment of the GSK Agreement in February 2016.
For each of the four targets under the GSK agreement, we are eligible to receive up to $273.0 million in milestone payments, which are comprised
of $18.0 million for preclinical and clinical development milestone payments, $90.0 million upon certain regulatory events and $165.0 million upon
worldwide commercial sales thresholds. In addition, GSK is obligated to pay us tiered royalties, ranging from 4% to 8%, for each product developed under
the agreement, except in the case of JEMPERLI where the royalties payable will be 8% to 25% as amended below, on annualized net sales of each antibody
commercialized from the collaboration.
On October 23, 2020, we amended the GSK Agreement (the “Amendment”). Under the Amendment, we agreed to permit GSK to conduct
development and commercialization of Zejula, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor, which has received US approval for the
maintenance treatment of adult patients with advanced epithelial
65
ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to first-line platinum-based chemotherapy and is under
development for additional cancer indications. In addition, under the Amendment, we were granted increased royalties upon sales of JEMPERLI, an anti-
PD-1 antagonist antibody under development by GSK for multiple oncological disorders, including endometrial cancer, non-small cell lung cancer, ovarian
cancer, colorectal cancer, and mismatch repair deficient solid tumors, equal to 8% of Net Sales (as defined in the GSK Agreement) below $1.0 billion and
from 12% up to 25% of Net Sales above $1.0 billion. The Amendment also provided for a one-time non-refundable cash payment of $60.0 million that we
received in the fourth quarter of 2020. GSK also agreed, starting January 1, 2021, to pay us a 1% royalty less third-party royalty deduction on all GSK Net
Sales of Zejula. The $1.1 billion in cash milestone payments due under the GSK Agreement remain unchanged. Additionally, under the terms of the
Amendment, GSK has agreed to certain diligence commitments with respect to the future development of JEMPERLI, and the parties have agreed to
review such commitments under regular joint review committee meetings going forward. From inception of the agreement through December 31, 2021, we
have recognized $204.6 million in total revenue from GSK.
In October 2021, we entered into the Royalty Monetization Agreement with Sagard. Under the terms of the Royalty Monetization Agreement, we
received $250.0 million, upon closing in December 2021, in exchange for royalties payable to us under the GSK collaboration on annual global net sales of
JEMPERLI below $1.0 billion, as well as certain milestone payments, starting in October 2021. The aggregate JEMPERLI royalties and certain future
milestones to be received by Sagard under the Royalty Monetization Agreement are capped at certain fixed multiples of the upfront payment based on time.
Milestones achieved through December 31, 2021 under the GSK Agreement are as follows:
Milestone Event
Initiated in vivo toxicology studies using good laboratory practices
(GLPs)
IND clearance from the FDA
Phase 2 clinical trial initiation
Phase 3 clinical trial initiation - first indication
Phase 3 clinical trial initiation - second indication
(1)
Filing of the first BLA - first indication
Filing of the first MAA - first indication
Filing of the first BLA - second indication
First BLA approval - first indication
First MAA approval - first indication
First BLA approval - second indication
(2)
Anti-PD-1
(JEMPERLI/Dostarlimab)
Quarter
Recognized
Amount
Anti-TIM-3
(GSK4069889A/Cobolimab)
Quarter
Recognized
Amount
Anti-LAG-3
(GSK40974386)
Amount
Quarter
Recognized
$1.0M
$4.0M
$3.0M
$5.0M
$5.0M
$10.0M
$5.0M
$10.0M
$20.0M
$10.0M
$20.0M
Q2'15
Q1'16
Q2'17
Q3'18
Q2'19
Q1'20
Q1'20
Q1'21
Q2'21
Q2'21
Q3'21
$1.0M
$4.0M
$3.0M
—
—
—
—
—
—
—
—
Q4'15
Q2'16
Q4'17
—
—
—
—
—
—
—
—
$1.0M
$4.0M
$3.0M
—
—
—
—
—
—
—
—
Q3'16
Q2'17
Q4'19
—
—
—
—
—
—
—
—
(1)
(2)
Biologics License Application (“BLA”)
Marketing Authorization Application (“MAA”)
Milestones achieved during the discovery period were recognized as revenue pro-rata through December 31, 2016. Milestones achieved during
fiscal 2017 were recognized as revenue in the period earned, while milestones after December 31, 2017 were recognized upon determination that a
significant reversal of revenue would not be probable. Cash is generally received within 30 days of milestone achievement.
Antibody Generation Agreement with Bristol-Myers Squibb
In December 2011, we entered into a license and collaboration agreement (the “BMS Agreement”) with Celgene, now a part of Bristol-Myers
Squibb (Celgene and Bristol-Myers Squibb are hereinafter referred to, collectively, as “BMS”), to develop therapeutic antibodies against multiple targets.
We granted BMS the option to obtain worldwide commercial rights to antibodies generated against each of the targets under the agreement, which option
was triggered on a target-by-target basis by our delivery of antibodies meeting certain pre-specified parameters pertaining to each target under the
agreement.
The BMS Agreement provided for an upfront payment of $6.0 million from BMS, which we received in 2011, and recognized through 2014,
milestone payments of up to $53.0 million per target, low single-digit royalties on net sales of antibodies against each target, and reimbursement of
specified research and development costs. From inception of the agreement through December 31, 2021, we have recognized $10.0 million in total revenue
from BMS.
66
Milestone Event
Completion of first in vivo toxicology studies using GLPs
Phase 1 clinical trial initiation
Anti-PD-1
(CC-90006)
Amount
$0.5M
$1.0M
Quarter
Recognized
Q2'16
Q4'16
Milestones were recognized as revenue in the period earned. There was no revenue recognized under this agreement during the years ended
December 31, 2021 or 2020.
Research and Development Expense
Research and development expenses consist of costs associated with our research and development activities, including drug discovery efforts,
preclinical and clinical development of our programs, and manufacturing. Our research and development expenses include:
•
External research and development expenses incurred under arrangements with third parties, such as contract research organizations (“CROs”),
consultants, members of our scientific and therapeutic advisory boards, and contract manufacturing organizations (“CMOs”);
•
•
•
Employee-related expenses, including salaries, benefits, travel, and stock-based compensation;
Facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities,
depreciation of leasehold improvements and equipment, and laboratory supplies; and
License and sub-license fees.
We expense research and development costs as incurred. We account for nonrefundable advance payments for goods and services that will be used
in future research and development activities as expense when the service has been performed or when the goods have been received.
We are conducting research and development activities primarily on inflammation programs. We have a research and development team that
conducts antibody discovery, characterization, translational studies, IND-enabling preclinical studies, and clinical development. We conduct some of our
early research and preclinical activities internally and plan to rely on third parties, such as CROs and CMOs, for the execution of certain of our research
and development activities, such as in vivo toxicology and pharmacology studies, drug product manufacturing, and clinical trials.
We have completed Phase 1 and Phase 2 clinical trials and have ongoing Phase 2 and 3 clinical trials for imsidolimab, completed a Phase 1 clinical
trial and have an ongoing Phase 2 clinical trial in rosnilimab, and an ongoing Phase 1 trial in ANB032. We expect our research and development expenses
to be higher for the foreseeable future as we continue to advance our product candidates into larger clinical trials.
General and Administrative Expense
General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation for our executive,
finance, legal, business development, human resource, and support functions. Other general and administrative expenses include allocated facility-related
costs not otherwise included in research and development expenses, travel expenses, and professional fees for auditing, tax, and legal services.
Non-cash Interest Expense for the Sale of Future Royalties
Non-cash interest expense for the sale of future royalties consists of interest related to the liability for the sale of future royalties, as well as the
amortization of debt issuance costs. We impute interest on the unamortized portion of the liability for the sale of future royalties using the effective interest
method and record interest expense based on timing of the payments over the term of the Royalty Monetization Agreement. Our estimate of the interest rate
under the arrangement is based on forecasted royalty and milestone payments expected to be made to Sagard over the life of the agreement.
Interest Income
Interest income consists primarily of interest earned on our short-term and long-term investments and is recognized when earned.
Net Operating Loss and Research and Development Tax Credit Carryforwards
67
Since inception, we have accumulated net operating losses (“NOLs”) in all years except December 31, 2015 and 2014, in which we generated
taxable income as a result of our collaboration agreement with GSK as well as expenses incurred by our Australian subsidiary which are not deductible for
U.S. income tax purposes. While we utilized NOLs in 2015 and 2014, we have since incurred losses and therefore continue to have a valuation allowance
against our net deferred tax assets due to the uncertainty of the realization of such assets.
At December 31, 2021, we had federal and state NOL carryforwards of $293.4 million and $65.6 million, respectively. The federal and state NOLs
generated prior to 2018 will both begin to expire in 2028, unless previously utilized. The federal NOL includes $233.4 million of net operating losses
generated in 2018 and after. Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used to offset up to 80%
of future taxable income. At December 31, 2021, we had federal and California research tax credit carryforwards of approximately $3.2 million and $10.6
million, respectively. The federal research tax credit carryforwards will begin to expire in 2041 and the California research tax credits carryforward
indefinitely. We also have foreign tax losses of $3.3 million, which will carry forward indefinitely, subject to a continuity of ownership test.
The NOL carryforward and the research tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal
Revenue Code of 1986, as amended, or the Code, and similar state provisions if we experience one or more ownership changes which would limit the
amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as
defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the
corporation by more than 50 percentage points over a three-year period. In September 2015, we completed a Section 382 and 383 of the Code ownership
change analysis through December 31, 2014 and determined that there was an ownership change in 2007 that may limit the utilization of approximately
$5.3 million and $5.4 million in Federal and state NOLs, respectively, and $0.2 million in both Federal and state research tax credits. We extended the
analysis period of the study through September 30, 2021, noting ownership changes on January 31, 2017 and March 8, 2021, which limits the annual
utilization of the Company’s NOLs and causes the expiration of approximately $15.0 million of federal research credits as they will not be utilized within
the carryover period due to the Section 382 limitation. Our use of federal and state NOLs and research credits could be limited further by the provisions of
Section 382 of the U.S. Internal Revenue Code of 1986, as amended, depending upon the timing and amount of additional equity securities that we have
issued or will issue. State NOL carryforwards may be similarly limited. Limitations on our ability to use NOL carryforwards and research and development
tax credits to offset future taxable income could require us to pay U.S. federal income tax earlier than would be required if such limitations were not in
effect. Similar rules and limitations may apply for state income tax purposes.
Critical Accounting Policies and Use of Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have
been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us
to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and
liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that are believed
to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis,
we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience.
While our significant accounting policies are described in more detail in the notes to our financial statements appearing elsewhere in this Annual
Report on Form 10-K, we believe the following accounting policies used in the preparation of our financial statements require the most significant
judgments and estimates.
Revenue Recognition
Revenue is recognized in accordance with revenue recognition accounting guidance, which utilizes five basic steps to determine whether revenue
can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation; (iii) determine the transaction price;
(iv) allocate the transaction price; and (v) determine the recognition period.
Performance Obligations. We evaluate deliverables on a contract-by-contract basis to determine whether each deliverable represents a good or
service that is distinct or has the same pattern of transfer as other deliverables. A deliverable is considered distinct if the customer can benefit from the
good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the deliverable is not
considered distinct, we combine such deliverables and account for them as a single performance obligation. We allocate the consideration to each
deliverable at the inception of the arrangement based on the transaction price.
68
Our performance obligations may include the following:
•
•
•
License Arrangements. The performance obligations under our collaboration and license agreements generally include exclusive or nonexclusive
licenses to one or more products generated using our technologies. Licenses for multiple antibodies within a single contract are generally
combined as they have substantially the same pattern of transfer to the customer. Historically, our licenses have held no value to the customer, as
the antibodies were in the discovery phase and required our expertise for further development. Accordingly, licenses are not considered distinct.
Research and Development Services. The performance obligations under our collaboration and license agreements generally include research and
development services we perform on behalf of or with our collaborators. As discussed within license arrangements above, our licenses have
historically held no value without the research and development services we provide. As we generally only provide research and development
services for internally generated antibodies that require a license to be utilized by a third party, our research and development services are not
considered distinct.
Steering Committee Meetings. The performance obligations under our collaboration and license agreements may also include our participation in
a steering committee, which allows us to direct the progression of our discovery programs. As these steering committees would not occur or
benefit the customer without the use of our licenses, these are not considered distinct.
We recognize consideration allocated to a performance obligation as the performance obligation is satisfied, and the determination as to whether
consideration is recognized over time or at a point in time is made upon contract inception. For our collaboration agreements, this is generally over the
period in which research and development services have been performed.
Transaction Price. Our collaboration and license agreements generally include both fixed and variable consideration. Fixed payments, such as those
for upfront fees are included in the transaction price at contract value, while variable consideration such as reimbursement for research and development
services, milestone and royalty payments are estimated and then evaluated for constraints upon inception of the contract and evaluated on a quarterly basis
thereafter. Research and development services are updated for actual invoices. Given the nature of our agreements, milestones are estimated using the most
likely amount and are evaluated on a quarterly basis. Upon commercialization, royalty payments are recognized in the period incurred.
Research and Development Expenses
As part of the process of preparing our financial statements, we are required to estimate research and development costs incurred during the period,
which impacts the amount of accrued expenses and prepaid balances related to such costs as of each balance sheet date. This process involves reviewing
open contracts and purchase orders, communicating with our personnel and service providers to identify services that have been performed on our behalf
and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of
the actual cost. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We
make estimates of our accrued expenses as of each balance sheet date based on facts and circumstances known to us at that time. We periodically confirm
the accuracy of our estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and
development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which
we have not yet been invoiced.
We base our expenses related to research and development activities on our estimates of the services received and efforts expended pursuant to
quotes and contracts with vendors that conduct research and development on our behalf. The financial terms of these agreements are subject to negotiation,
vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the
level of services provided and result in a prepayment of the research and development expense. In accruing service fees, we estimate the time period over
which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of
effort varies from our estimate, we adjust the accrual or prepaid accordingly. Advance payments for goods and services that will be used in future research
and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is
made.
Although we do not expect our estimates to be materially different from amounts actually incurred, if our estimates of the status and timing of
services performed differ from the actual status and timing of services performed, it could result in us reporting amounts that are too high or too low in any
particular period. To date, there have been no material differences between our estimates of such expenses and the amounts actually incurred.
69
Sale of Future Royalties
We treated the sale of future revenue from the Royalty Monetization Agreement with Sagard as debt, which will be amortized under the effective
interest rate method over the estimated life of the related expected royalty stream. We recorded the upfront proceeds, net of transaction costs, as a liability
related to the sale of future revenue. The liability and the related interest expense are based on our current estimates of future royalties and certain
milestones expected to be paid over the life of the agreement. We will periodically assess the expected royalty and milestone payments and to the extent our
future estimates or timing of such payments are materially different than our previous estimates, we will prospectively recognize related interest expense.
Royalty revenue will be recognized as earned on net sales of JEMPERLI, and we will record the royalty payments to Sagard as a reduction of the liability
when paid. As such payments are made to Sagard, the balance of the liability will be effectively repaid over the life of the Royalty Monetization
Agreement. For further discussion of the sale of future revenue, refer to Note 5 — Sale of Future Royalties in the accompanying notes to the consolidated
financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements
For further information on recently issued accounting pronouncements, see Note 2 — Summary of Significant Accounting Policies in the
accompanying notes to the consolidated financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of
this Annual Report on Form 10-K.
Results of Operations
Collaboration Revenue
Collaboration revenue was $63.2 million compared to $75.0 million for the years ended December 31, 2021 and 2020, respectively. A comparison
of collaboration revenue is as follows:
(in thousands)
GSK Milestones
GSK Royalty Revenue
GSK Amendment No. 3 Payment
Total collaboration revenue
Year Ended
December 31,
2021
2020
$
$
$
60,000 $
3,175
— $
63,175 $
Increase/(Decrease)
15,000 $
—
60,000 $
75,000 $
45,000
3,175
(60,000)
(11,825)
Collaboration revenue during the year ended December 31, 2021 decreased $11.8 million compared to the year ended December 31, 2020 primarily
due to the payment received related to an amendment to the GSK Agreement during 2020, royalty revenue recognized during 2021 and the timing of
milestones achieved.
We expect that any collaboration revenue we generate will continue to fluctuate from period to period as a result of the timing and amount of
milestones from our existing collaborations.
Research and Development Expenses
Research and development expenses were $98.5 million during the year ended December 31, 2021 compared to $80.0 million during the year
ended December 31, 2020, for an increase of approximately $18.5 million. The increase is primarily attributable to a $10.7 million increase in clinical
expenses, a $5.2 million increase in salaries and related expenses, including stock compensation expense, a $3.1 million increase in other research and
development expenses, offset by a $0.5 million decrease in outside services for preclinical and manufacturing expenses.
We do not track fully burdened research and development costs separately for each of our product candidates. We review our research and
development expenses by focusing on external development and internal development costs. External development expenses consist of costs associated
with our external preclinical and clinical trials, including pharmaceutical development and manufacturing. Included in preclinical and other unallocated
costs are external corporate overhead costs that are not specific to any one program. Internal costs consist of salaries and wages, share-based compensation
and benefits, which are not tracked by product candidate as several of our departments support multiple product candidate research and development
programs. The following table summarizes the external costs attributable to each program and internal costs:
70
(in thousands)
External Costs
Imsidolimab
Rosnilimab
ANB032
Etokimab
Preclinical and other unallocated costs
Total External Costs
Internal Costs
Total Costs
General and Administrative Expenses
Year Ended
December 31,
2021
2020
Increase/(Decrease)
$
$
$
50,095 $
7,830
6,628
(1,681)
12,695
75,567 $
22,929
98,496 $
25,577 $
4,563
9,447
14,483
8,143
62,213 $
17,812
80,025 $
24,518
3,267
(2,819)
(16,164)
4,552
13,354
5,117
18,471
General and administrative expenses were $21.5 million during the year ended December 31, 2021 compared to $18.9 million during the year
ended December 31, 2020, for an increase of approximately $2.6 million. The increase is primarily due to a $2.8 million increase in personnel costs,
including stock compensation expense, a $0.6 million increase in insurance expense, and a $0.2 million increase in other general and administrative
expense, offset by a $1.0 million decrease in legal expense.
We expect that our general and administrative expenses will increase for the foreseeable future as we incur additional costs associated with being a
publicly traded company, including legal, auditing and filing fees, additional insurance premiums, investor relations expenses and general compliance and
consulting expenses. We also expect our intellectual property related legal expenses, including those related to preparing, filing, prosecuting and
maintaining patent applications, to increase as our intellectual property portfolio expands.
Non-cash Interest Expense for the Sale of Future Royalties
Interest expense was $1.5 million during the year ended December 31, 2021 compared to $0 during the year ended December 31, 2020. The
increase in interest expense during the periods is directly related to the non-cash interest expense on the liability related to the sale of future royalties.
Interest Income
Interest income was $0.4 million during the year ended December 31, 2021 compared to $4.0 million during the year ended December 31, 2020.
The decrease in interest income was primarily related to our short-term and long-term investments, the balance of which decreased during the periods as a
result of funding our clinical trial programs. The decrease in interest income is also attributable to lower interest rates during the year ended December 31,
2021.
Liquidity and Capital Resources
From our inception through December 31, 2021, we have received an aggregate of $1.1 billion to fund our operations, which included $622.8
million from the sale of equity securities, $250.0 million from the sale of future royalties, $226.9 million from our collaboration agreements and $19.1
million from venture debt. As of December 31, 2021, we had $615.2 million in cash, cash equivalents and investments.
In addition to our existing cash, cash equivalents and investments, we are eligible to earn milestone and other contingent payments for the
achievement of defined collaboration objectives and certain nonclinical, clinical, regulatory and sales-based events, and royalty payments under our
collaboration agreements. Our ability to earn these milestone and contingent payments and the timing of achieving these milestones is primarily dependent
upon the outcome of our collaborators’ research and development activities. Our rights to payments under our collaboration agreements are our only
committed external source of funds.
Specific to our collaboration agreement with GSK, JEMPERLI is currently in clinical development for various solid tumor indications. Earlier in
2021, we received additional milestones from GSK, as outlined above, following acceptance and approval of BLA and EMA filings of JEMPERLI for the
PdMMRT indication. Our amended GSK Agreement also includes a 1% royalty less third-party royalty deduction on GSK’s global net sales of Zejula that
began in 2021.
In October 2021, we signed the Royalty Monetization Agreement with Sagard. Pursuant to this transaction we received a $250.0 million payment
upon closing in December 2021, in exchange for JEMPERLI royalties due to us on annual
71
commercial sales below $1.0 billion and certain future milestones starting in October 2021. We treated the sale of future revenue from the Royalty
Monetization Agreement with Sagard as debt, which will be amortized under the effective interest rate method over the estimated life of the related
expected royalty stream. We recorded the upfront proceeds of $250.0 million, net of $0.4 million of transaction costs, as a liability related to the sale of
future revenue. The liability and the related interest expense are based on our current estimates of future royalties and certain milestones expected to be
paid over the life of the agreement. We will periodically assess the expected royalty and milestone payments and to the extent our future estimates or timing
of such payments are materially different than our previous estimates, we will prospectively recognize related interest expense. Royalty revenue will be
recognized as earned on net sales of JEMPERLI, and we will record the royalty payments to Sagard as a reduction of the liability when paid. As such
payments are made to Sagard, the balance of the liability will be effectively repaid over the life of the Royalty Monetization Agreement. For further
discussion of the sale of future revenue, refer to Note 5 — Sale of Future Royalties in the accompanying notes to the consolidated financial statements
included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
In December 2021, we entered into an Open Market Sales Agreement with Jefferies LLC, through which we may offer and sell shares of our
common stock having an aggregate offering of up to $150.0 million through Jefferies LLC, as our sales agent. We will pay the sales agent a commission of
up to 3% of the gross proceeds of sales made through the at-the-market offering program. During the year ended December 31, 2021, we did not sell any
shares under the at-the-market offering program and all $150.0 million remains available for sale.
Funding Requirements
We may seek to obtain additional financing in the future through equity or debt financings or through collaborations or partnerships with other
companies. If we are unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations
will be materially adversely affected.
Our primary uses of capital are, and we expect will continue to be, third-party clinical and preclinical research and development services, including
manufacturing, laboratory and related supplies, compensation and related expenses, legal, patent and other regulatory expenses, and general overhead costs.
We have entered into agreements with certain vendors for the provision of services, including services related to commercial manufacturing, that we are
unable to terminate for convenience. Under such agreements, we are contractually obligated to make certain minimum payments to the vendors with the
amounts to be based on the timing of the termination and the specific terms of the agreement.
Cash, cash equivalents and investments totaled $615.2 million as of December 31, 2021, compared to $411.2 million as of December 31, 2020. We
believe that our existing cash, cash equivalents and investments will fund our current operating plan for at least the next twelve months from the issuance
of our consolidated financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources
sooner than we expect. Additionally, the process of testing product candidates in clinical trials and seeking regulatory approval is costly, and the timing of
progress and expenses in these trials is uncertain.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2021 and 2020:
(in thousands)
Net cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Net increase in cash, cash equivalents and restricted cash
Operating Activities
Year Ended
December 31,
2021
2020
$
$
(45,920) $
38,835
252,298
245,213 $
(14,157)
94,475
(879)
79,439
Net cash used in operating activities during the year ended December 31, 2021 of $45.9 million was primarily due to our net loss of $57.8 million,
adjusted for addbacks for non-cash items of $19.3 million which includes stock-based compensation, amortization of operating right-of-use assets and
liabilities, non-cash interest expense, and income from marketable securities and decreases in working capital of $7.4 million.
72
Net cash used in operating activities during the year ended December 31, 2020 of $14.2 million was primarily due to our net loss of $19.9 million,
adjusted for addbacks for non-cash items of $12.5 million which includes stock-based compensation, amortization of operating right-of-use assets and
liabilities, and income from marketable securities and decreases in working capital of $6.8 million.
Investing Activities
Cash provided by investing activities during the year ended December 31, 2021 of $38.8 million was primarily due to the sale and maturities of
investments of $158.8 million, offset by the acquisition of investments of $118.7 million and the purchases of property and equipment of approximately
$1.3 million.
Cash provided by investing activities during the year ended December 31, 2020 of $94.5 million was primarily due to the sale and maturities of
investments of $290.0 million, offset by the acquisition of investments of $194.9 million and the purchases of property and equipment of $0.6 million.
Financing Activities
Cash provided by financing activities during the year ended December 31, 2021 of $252.3 million was primarily related to $250.0 million received
for the sale of future royalties, and $2.6 million proceeds received from the issuance of common stock as a result of option exercises, offset by $0.3 million
for payments of issuance costs related to the sale of future royalties.
Cash used in financing activities during the year ended December 31, 2020 of $0.9 million was primarily related to $1.4 million in repayments on
our outstanding Term Loan, offset by proceeds of $0.5 million from the issuance of common stock as a result of option exercises.
Contractual Obligations
We have entered into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with contract
manufacturing organizations and development services with contract research organizations. These agreements may include certain provisions for purchase
obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the
agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific
terms of the agreement and therefore are cancellable contracts.
For further information related to our operating lease and future minimum annual obligations for license payments under our collaboration in-
license agreements, see Note 10 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Part II,
Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We hold certain financial instruments for which a change in prevailing interest rates may cause the principal amount of the marketable securities to
fluctuate. Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, short-
term and long-term investments. We invest our excess cash primarily in money market funds, commercial paper and debt instruments of financial
institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The primary objectives of our investment activities are to ensure
liquidity and to preserve principal while at the same time maximizing the income we receive from our marketable securities without significantly
increasing risk. Additionally, we established guidelines regarding approved investments and maturities of investments, which are designed to maintain
safety and liquidity. For marketable investment securities with short-term maturities, we do not believe that an increase or decrease in market rates would
have a significant impact on the realized values or the statements of operations and comprehensive loss. As of December 31, 2021, we held $119.5 million
in debt securities for which the accumulated other comprehensive loss was approximately $0.4 million. As such, we believe that should a 10.0% change in
interest rates were to have occurred on December 31, 2021, this change would not have had a material effect on the fair value of our investment portfolio as
of that date.
Foreign Currency Exchange Risk
We conduct a portion of our business with CROs in currencies other than our U.S. dollar functional currency. These transactions give rise to
monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. The value of these monetary assets and liabilities are subject to
changes in currency exchange rates from the time the transactions are originated until settlement in cash. Our foreign currency exposures are primarily
concentrated in the euro, British pound,
73
Australian dollar, and Canadian dollar. Both realized and unrealized gains or losses on the value of these monetary assets and liabilities are included in the
determination of net income. We do not hedge our foreign currency exchange rate risk, however, we may do so in the future. As of December 31, 2021, we
had no material accounts payable or receivable denominated in foreign currencies, and a hypothetical 10% change in foreign currency exchange rates
applicable to our business would not have had a material impact on our consolidated financial statements.
Inflation Risk
Inflation generally affects us by increasing our clinical trial costs. We do not believe that inflation has had a material effect on our business,
financial condition or results of operations during the years ended December 31, 2021, 2020 or 2019.
74
Item 8. Consolidated Financial Statements and Supplementary Data
AnaptysBio, Inc.
Annual Report on Form 10-K
Index to Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
75
Page
76
78
79
80
81
82
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
AnaptysBio, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of AnaptysBio, Inc. and subsidiary (the Company) as of December 31, 2021 and 2020, the
related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period
ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated 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 years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of Research and Development Costs
As discussed in Note 2 to the consolidated financial statements, the Company has entered into various contracts with third parties to perform
research and development, including clinical manufacturing. When billing terms under these contracts do not coincide with the timing of when the
work is performed, the Company makes estimates of the costs incurred by third parties during the period and the outstanding obligations to those
third parties as of period end. Estimates of costs incurred during the period that are included in period-end prepaid or accrued expense balances are
based on a number of factors, including the Company’s knowledge of the research and development programs and clinical manufacturing
activities associated with project status and milestones, invoicing to date, and the provisions in the contract. Significant judgments and estimates
are made by the Company in determining the costs incurred during the period that are included in prepaid or accrued expense balances at the end
of each reporting period.
We identified the evaluation of research and development costs as a critical audit matter. These estimates are based on certain assumptions and
inputs that were challenging to assess, including the Company’s knowledge of the status of research and development programs and associated
completion status, project milestones achieved, raw materials used in manufacturing, and, for larger clinical trials, per patient costs, patient
enrollment status, project costs, and site costs.
76
Significant auditor judgment, subjectivity, and effort were required to evaluate the assumptions and inputs to these estimates.
The following are the primary procedures we performed to address this critical audit matter. On a sample basis, we examined contracts, invoices,
and third-party confirmations and compared them to the assumptions and inputs that are described above. We also examined certain invoices
received after December 31, 2021 and evaluated whether services received prior to December 31, 2021 were included in the Company’s estimate
of costs incurred as of December 31, 2021.
We have served as the Company’s auditor since 2009.
San Diego, California
March 7, 2022
/s/ KPMG LLP
77
AnaptysBio, Inc.
Consolidated Balance Sheets
(in thousands, except par value)
ASSETS
December 31, 2021
December 31, 2020
Current assets:
Cash and cash equivalents
Receivables from collaborative partners
Short-term investments
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Long-term investments
Other long-term assets
Long-term restricted cash
Total assets
Current liabilities:
Accounts payable
Accrued expenses
Current portion of operating lease liability
Total current liabilities
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liability related to sale of future royalties
Operating lease liability, net of current portion
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized and no shares, issued or outstanding at December 31, 2021
and December 31, 2020, respectively
Common stock, $0.001 par value, 500,000 shares authorized, 27,647 shares and 27,356 shares issued and outstanding at
December 31, 2021 and December 31, 2020, respectively
Additional paid in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
78
$
$
$
$
495,729 $
876
52,368
4,903
553,876
2,283
19,558
67,097
256
—
643,070 $
1,741 $
12,853
1,505
16,099
251,093
19,450
—
28
678,575
(422)
(321,753)
356,428
643,070 $
250,456
—
143,197
2,908
396,561
1,783
344
17,546
258
60
416,552
4,217
15,262
342
19,821
—
—
—
27
660,665
(4)
(263,957)
396,731
416,552
AnaptysBio, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
Collaboration revenue
Operating expenses:
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense), net:
Interest expense
Interest income
Non-cash interest expense for the sale of future royalties
Other income (expense), net
Total other income (expense), net
Loss before income taxes
Provision for income taxes
Net loss
Other comprehensive (loss) income:
Unrealized (loss) income on available for sale securities, net of tax of $0, $0, and $153, respectively
Comprehensive loss
Net loss per common share:
Basic and diluted
Weighted-average number of shares outstanding:
Basic and diluted
2021
Year Ended
December 31,
2020
2019
$
63,175 $
75,000 $
8,000
98,496
21,493
119,989
(56,814)
—
431
(1,450)
37
(982)
(57,796)
—
(57,796)
80,025
18,854
98,879
(23,879)
—
3,959
—
(11)
3,948
(19,931)
—
(19,931)
(418)
(58,214) $
(342)
(20,273) $
99,338
16,094
115,432
(107,432)
(1,041)
10,984
—
1
9,944
(97,488)
152
(97,336)
561
(96,775)
(2.11) $
(0.73) $
(3.60)
27,431
27,302
27,059
$
$
See accompanying notes to consolidated financial statements.
79
AnaptysBio, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)
Balance, January 1, 2019
Issuance of common stock from exercises of options
Stock-based compensation
Comprehensive income
Net loss
Balance, December 31, 2019
Issuance of common stock from exercises of options
Stock-based compensation
Comprehensive loss
Net loss
Balance, December 31, 2020
Issuance of common stock from exercises of options and employee stock purchase plan
Stock-based compensation
Comprehensive loss
Net loss
Balance, December 31, 2021
Common Stock
Shares
Amount
Additional
Paid-in Capital
Accumulated Other
Comprehensive (Loss)
Income
Accumulated
Deficit
Total
Stockholders’
Equity
$
26,922
333
—
—
—
27,255
101
—
—
—
27,356
291
—
—
—
27,647
$
27
—
—
—
—
27
—
—
—
—
27
1
—
—
—
28
$
$
633,251
3,007
12,411
—
—
648,669
497
11,499
—
—
660,665
2,563
15,347
—
—
$
678,575
$
(223)
—
—
561
—
338
—
—
(342)
—
(4)
—
—
(418)
—
(422)
$
(146,690)
—
$
—
—
(97,336)
(244,026)
—
—
—
(19,931)
(263,957)
—
—
—
(57,796)
$
(321,753)
$
486,365
3,007
12,411
561
(97,336)
405,008
497
11,499
(342)
(19,931)
396,731
2,564
15,347
(418)
(57,796)
356,428
See accompanying notes to consolidated financial statements.
80
AnaptysBio, Inc.
Consolidated Statements of Cash Flows
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Stock-based compensation
Accretion/amortization of investments, net
Amortization of right-of-use assets – operating
Non-cash interest expense
(Gain) loss on disposal of property and equipment, net of gain on lease termination
Changes in operating assets and liabilities:
Receivables from collaborative partners
Australian tax incentive receivable
Prepaid expenses and other assets
Accounts payable and other liabilities
Operating lease liabilities
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments
Sales and maturities of investments
Proceeds from the sale of property and equipment
Purchases of property and equipment
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
Proceeds from the sale of future royalties
Payments on notes payable
Payments for issuance costs related to the sale of future royalties
Net cash provided (used in) by financing activities
Net increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid
Non-cash investing and financing activities:
Leased assets obtained in exchange for operating lease liabilities
Amounts accrued for property and equipment
Receivable related to issuance of common stock, upon exercise of stock options
Amounts accrued for issuance costs related to the sale of future royalties
2021
Year Ended
December 31,
2020
2019
$
(57,796) $
(19,931) $
(97,336)
619
15,347
493
1,471
1,450
(15)
(876)
—
(1,801)
(4,740)
(72)
(45,920)
(118,662)
158,848
15
(1,366)
38,835
559
11,499
461
1,058
—
26
—
—
1,048
(7,694)
(1,183)
(14,157)
(194,927)
289,971
—
(569)
94,475
2,553
250,000
—
(255)
252,298
245,213
250,516
495,729 $
496
—
(1,375)
—
(879)
79,439
171,077
250,516 $
514
12,411
(2,633)
893
676
—
—
174
3,580
13,203
(999)
(69,517)
(251,815)
384,051
—
(805)
131,431
3,007
—
(7,500)
—
(4,493)
57,421
113,656
171,077
— $
4 $
424
20,685 $
31 $
11 $
102 $
— $
279 $
— $
— $
2,295
41
—
—
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
81
AnaptysBio, Inc.
Notes to Consolidated Financial Statements
1. Description of the Business
AnaptysBio, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated in the state of Delaware in November 2005. We are a clinical-stage
biotechnology company developing first-in-class immunology therapeutic product candidates focused on emerging immune control mechanisms applicable
to inflammation and immuno-oncology indications. We develop our product candidates using our proprietary antibody discovery technology platform,
which is based upon a breakthrough understanding of the natural process of antibody generation, known as somatic hypermutation, and replicates this
natural process of antibody generation in vitro. We currently generate revenue from milestones and royalties achieved under our collaborative research and
development arrangements.
Since our inception, we have devoted our primary effort to research and development activities. Our financial support has been provided primarily
from the sale of our common and preferred stock, royalty monetization, as well as through funds received under our collaborative research and
development agreements. Going forward, as we continue our expansion, we may seek additional financing and/or strategic investments. However, there can
be no assurance that any additional financing or strategic investments will be available to us on acceptable terms, if at all. If events or circumstances occur
such that we do not obtain additional funding, we will most likely be required to reduce our plans and/or certain discretionary spending, which could have a
material adverse effect on our ability to achieve our intended business objectives. Our management believes our currently available resources will provide
sufficient funds to enable us to meet our operating plans for at least the next twelve months from the issuance of our consolidated financial statements. The
accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”). The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally
accepted in the United States of America, or U.S. GAAP. Certain reclassifications have been made to 2020 and 2019 financial information to conform to
the current year presentation of other long-term assets, operating lease right-of-use, or “ROU” asset, and operating lease liabilities on the Consolidated
Balance Sheets and Consolidated Statements of Cash Flows.
Basis of Consolidation
The accompanying consolidated financial statements include us and our wholly-owned Australian subsidiary. All intercompany accounts and
transactions have been eliminated in consolidation. We operate in one reportable segment, and our functional and reporting currency is the U.S. dollar.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We base our
estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We
evaluate our estimates and assumptions on an ongoing basis. The full extent to which the COVID-19 pandemic will directly or indirectly impact our
business, results of operations, and financial condition, including expenses, reserves and allowances, manufacturing, clinical trials, research and
development costs, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information
that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and
international markets. Our actual results could differ from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity at date of purchase of three months or less to be cash equivalents. Cash equivalents
consist primarily of money market and mutual funds with original maturities of 90 days or less.
82
Restricted Cash
We held restricted cash of $0 and $60,000 at December 31, 2021 and 2020, respectively, which was used to secure a letter of credit provided as
security for the operating lease for our prior corporate headquarters. The letter of credit expired in December 2021.
Short-Term and Long-Term Investments
All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing
models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term
investments. Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments. Dividend
and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method
for determining the cost of securities sold. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss). We
review our portfolio of available-for-sale debt securities, using both quantitative and qualitative factors, to determine if declines in fair value below cost
have resulted from a credit-related loss or other factors. If the decline in fair value is due to credit-related factors, a loss is recognized in net income,
whereas if the decline in fair value is not due to credit-related factors, the loss is recorded in other comprehensive income (loss).
Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and certain investments in
money market funds, certificates of deposit, agency securities, commercial obligations and U.S. Treasury securities. Bank deposits are diversified between
three financial institutions and these deposits may exceed insured limits. We are exposed to credit risk in the event of default by the financial institutions
holding our cash and cash equivalents and issuers of investments that are recorded on our consolidated balance sheets. We mitigate our risk by investing in
high-grade instruments and limiting the concentration in any one issuer, which limits our exposure.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Expenditures for major additions and betterments are capitalized.
Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are calculated using the straight-line method over the
estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the
term of the lease. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any
gain or loss is reflected in operations.
Long Lived Assets
Long-lived assets, consisting of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable based on undiscounted cash flows. If long-lived assets are impaired, an impairment loss is recognized
and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets. No impairment charges were recorded during the
years ended December 31, 2021, 2020, or 2019.
Leases
Our leases consist of a lease for office and lab space that is classified as an operating lease. We determine if an arrangement is a lease at inception.
Rent expense is recognized on a straight-line basis. When an operating lease includes rent abatements or requires fixed escalations of the minimum lease
payments, the aggregate rental expense is recognized on a straight-line basis over the term of the lease. When an operating lease includes lease incentives
such as leasehold improvement allowances, the lease incentive is included in ROU asset. For leases that have greater than a 12-month lease term, the ROU
assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. For this purpose, we
consider only payments that are fixed and determinable at the time of commencement.
As our lease does 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. We account for fixed lease components separately from non-lease components.
We keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated
statements of operations on a straight-line basis over the lease term.
83
Liability Related to the Sale of Future Royalties
We treat the liability related to the sale of future royalties as debt, amortized under the effective interest rate method over the estimated life of the
Royalty Monetization Agreement. See Note 5. The amortization of the liability related to the sale of future revenue is based on our current estimates of
future royalty payments. Royalty and milestone revenue will be recognized as earned and the payments made will be recorded as a reduction of the liability
when paid.
Debt Issuance Costs
Debt issuance costs related to a recognized debt liability are deferred and amortized over the term of the debt using the effective interest method.
These costs are recorded as a direct reduction to the carrying value of the debt on the balance sheet and the amortization expense is included in non-cash
interest expense in the statement of operations.
Non-Cash Interest Expense on the Liability Related to the Sale of Future Royalties
The total threshold of royalties paid, less the net proceeds received will be recorded as interest expense over the life of the liability. We impute
interest on the unamortized portion of the liability using the effective interest method and record expense based on the timing of payments received over the
term of the Royalty Monetization Agreement. Over the course of the agreement, the actual interest rate will be affected by the timing of royalty and
milestone payments made and changes in the forecasted revenue.
Revenue Recognition
Revenue is recognized in accordance with revenue recognition accounting guidance, which utilizes five basic steps to determine whether revenue
can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation; (iii) determine the transaction price;
(iv) allocate the transaction price; and (v) determine the recognition period.
Performance Obligations. We evaluate deliverables on a contract-by-contract basis to determine whether each deliverable represents a good or
service that is distinct or has the same pattern of transfer as other deliverables. A deliverable is considered distinct if the customer can benefit from the
good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the deliverable is not
considered distinct, we combine such deliverables and account for them as a single performance obligation. We allocate the consideration to each
deliverable at the inception of the arrangement based on the transaction price.
Our performance obligations may include the following:
•
•
•
License Arrangements. The performance obligations under our collaboration and license agreements generally include exclusive or nonexclusive
licenses to one or more products generated using our technologies. Licenses for multiple antibodies within a single contract are generally
combined as they have substantially the same pattern of transfer to the customer. Historically, our licenses have held no value to the customer, as
the antibodies were in the discovery phase and required our expertise for further development. Accordingly, licenses are not considered distinct.
Research and Development Services. The performance obligations under our collaboration and license agreements generally include research and
development services we perform on behalf of or with our collaborators. As discussed within license arrangements above, our licenses have
historically held no value without the research and development services we provide. As we generally only provide research and development
services for internally generated antibodies that require a license to be utilized by a third party, our research and development services are not
considered distinct.
Steering Committee Meetings. The performance obligations under our collaboration and license agreements may also include our participation on
steering committees, which allows us to direct the progression of our discovery programs. As these steering committees would not occur or benefit
the customer without the use of our licenses, these are not considered distinct.
We recognize consideration allocated to a performance obligation as the performance obligation is satisfied, and the determination as to whether
consideration is recognized over time or at a point in time is made upon contract inception. For our collaboration agreements, this is generally over the
period in which research and development services have been performed.
Transaction Price. Our collaboration and license agreements generally include both fixed and variable consideration. Fixed payments, such as those
for upfront fees are included in the transaction price at contract value, while variable consideration such as reimbursement for research and development
services, milestone and royalty payments are estimated and then evaluated for constraints upon inception of the contract and evaluated on a quarterly basis
thereafter. Research and
84
development services are updated for actual invoices. Given the nature of our agreements, milestones are estimated using the most likely amount and are
evaluated on a quarterly basis. Upon commercialization, royalty payments will be recognized in the period incurred.
Royalty Revenue
We receive royalty revenue on sales by our partners of products covered by patents or contract rights that we own and net sales of their approved
drugs, where we have concluded the license is the predominant item to which the royalties relate. We do not have future performance obligations under
these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply
the royalty recognition constraint required under the guidance for sales-based royalties, which requires a sales-based royalty to be recorded when the
underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our
partners generally report sales information to us on a quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of our partners’
historical experience including their publicly announced sales. Differences between actual and estimated royalty revenues are adjusted for in the period in
which they become known, typically the following quarter. As of December 31, 2021, there have not been material differences between actual and
estimated royalty revenues.
Research and Development Expenses
Research and development costs primarily include third-party clinical and preclinical research and development services such as manufacturing,
laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, and
facility overhead costs.
Costs associated with research and development activities are expensed as incurred. We account for nonrefundable advance payments for goods and
services that will be used in future research and development activities as expense when the service has been performed or when the goods have been
received. We estimate research and development costs incurred during the period, which impacts the amount of accrued expenses and prepaid balances
related to such costs as of each balance sheet date. This process involves reviewing open contracts and purchase orders, communicating with our personnel
and service providers to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost
incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us
monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date
based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make
adjustments if necessary. The significant estimates in our accrued research and development expenses include the costs incurred for services performed by
our vendors in connection with research and development activities for which we have not yet been invoiced.
Upfront and milestone payments incurred under our in-licensing agreements are expensed as acquired in-process research and development in the
period in which they are incurred, provided that the technology or method has no alternative future use.
Stock-Based Compensation
We recognize stock-based compensation expense using a fair-value-based method for costs related to all share-based payments, including stock
options. Stock-based compensation cost for stock options granted to our employees and directors is measured at the grant date based on the fair-value of the
award which is estimated using the Black-Scholes option-pricing model, and is recognized as expense over the requisite service period on a straight-line
basis. We recognize forfeitures in the period in which forfeitures occur and record stock-based compensation expense as though all awards are expected to
vest.
We record the expense for stock-based compensation awards subject to performance-based milestone vesting over the requisite service period when
management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is
probable based on the expected satisfaction of the performance conditions at each reporting date.
No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity or cash flows. We have not
recognized, and do not expect to recognize in the near future, any tax benefit related to stock-based compensation cost as a result of our full valuation
allowance on net deferred tax assets and net operating loss carryforwards.
Income Taxes
We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation
allowance is recognized if it is more
85
likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future
earnings.
We recognize an uncertain tax position in our consolidated financial statements when we conclude that a tax position is more likely than not to be
sustained upon examination based solely on technical merits. Only after a tax position passes the first step of recognition will measurement be required.
Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective
settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in
which such change occurs. We have elected to accrue any interest or penalties related to income taxes as part of our income tax expense.
Functional Currency of Foreign Operations
Our Australian subsidiary operates in a U.S. dollar functional currency environment. Assets and liabilities of our foreign subsidiary that are not
denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the balance sheet date except for
nonmonetary assets and capital accounts, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction. Expenses
are generally remeasured at monthly foreign currency exchange rates which approximate average rates in effect during each period. Net realized and
unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense), net, in the consolidated
statements of operations.
Comprehensive Income (Loss)
Comprehensive income (loss) represents all changes in stockholders’ equity except those resulting from distributions to stockholders. Our
unrealized gain and losses on available for sale investments represent the only component of other comprehensive income (loss) that is excluded from the
reported net income (loss).
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the
period, as well as any dilutive effect from outstanding stock options and warrants using the treasury stock method. For each period presented, there is no
difference in the number of shares used to calculate basic and diluted net loss per share.
The following table sets forth the weighted-average outstanding potentially dilutive securities that have been excluded in the calculation of diluted
net loss per share because to do so would be anti-dilutive (in common stock equivalent shares):
(in thousands)
Options to purchase common stock
Accounting Pronouncements Recently Adopted
2021
Year Ended
December 31,
2020
2019
3,631
2,901
2,462
We have implemented all new accounting pronouncements that are in effect and may have an impact on our consolidated financial statements.
Unless otherwise discussed, we believe the impact of any recently issued pronouncements, not yet effective will not have a material impact on our
consolidated financial statements.
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Income Taxes (Topic 740) intended to simplify
the accounting for income taxes. The guidance removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation
when there is a loss from continuing operations and income or a gain from other items, (2) exception to the requirement to recognize a deferred tax liability
for equity method investments when a foreign subsidiary becomes an equity method investment, (3) exception to the ability not to recognize a deferred tax
liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and (4) exception to the general methodology for
calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the
accounting for income taxes by: (1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based
tax and account for any incremental amount incurred as a non-income-based tax, (2) requiring that an entity evaluate when a step up in the tax basis of
goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a
separate transaction, (3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity
that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is
both not subject to tax and disregarded by the taxing authority),
86
(4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that
includes the enactment date, and (5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in
qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning
after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is
permitted. We early adopted this standard on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial
statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial
Instruments (Topic 326), which changes the accounting treatment for recognizing the impairment of financial assets. Under the new guidance, credit losses
for certain types of financial instruments will be estimated based on expected losses. The new guidance also eliminates the other-than-temporary
impairment model for available-for-sale (“AFS”) debt securities. Entities will begin to recognize credit losses on AFS debt securities as allowances rather
than as reductions in the carrying value of the securities. Impairment that is not credit-related impairment will continue to be recognized in other
comprehensive income and entities will no longer consider the length of time a security has been in an unrealized loss position when determining whether a
credit loss exists. ASU 2016-13 becomes effective for annual and interim periods beginning after December 15, 2019. We adopted this standard
prospectively on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial statements as credit losses
are not expected to be significant based on historical trends, the financial condition of our investments and external market factors. We will continue to
actively monitor the impact of the COVID-19 pandemic on expected credit losses.
3. Balance Sheet Accounts and Supplemental Disclosures
Property and Equipment
Property and equipment consist of the following:
(in thousands)
Laboratory equipment
Office furniture and equipment
Leasehold improvements
Property and equipment, gross
Less: accumulated depreciation and amortization
Total property and equipment, net
Accrued Expenses
Accrued expenses consist of the following:
(in thousands)
Accrued compensation and related expenses
Accrued professional fees
Accrued research and development expenses
Other
Total accrued expenses
87
December 31, 2021
December 31, 2020
5,683 $
1,319
203
7,205
(4,922)
2,283 $
5,225
976
527
6,728
(4,945)
1,783
December 31, 2021
December 31, 2020
4,177 $
569
7,953
154
12,853 $
3,688
408
10,936
230
15,262
$
$
$
$
4. Collaborative Research and Development Agreements
GlaxoSmithKline Collaboration
In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc. (“Tesaro”), an
oncology-focused biopharmaceutical company now a part of GlaxoSmithKline (Tesaro and GlaxoSmithKline are hereinafter referred to, collectively, as
“GSK”). Under the terms of the GSK Agreement, we agreed to perform certain discovery and early preclinical development of therapeutic antibodies with
the goal of generating immunotherapy antibodies for subsequent preclinical, clinical, regulatory, and commercial development to be performed by GSK.
Under the terms of the GSK Agreement, GSK paid an upfront license fee of $17.0 million in March 2014 and agreed to provide funding to us for research
and development services related to antibody discovery programs for three specific targets. In November 2014, Amendment No. 1 to the GSK Agreement
was agreed by both parties to add an antibody discovery program against an undisclosed fourth target for an upfront license fee of $2.0 million.
For each development program, we are eligible to receive milestone payments of up to $18.0 million if certain preclinical and clinical trial events
are achieved by GSK, up to an additional $90.0 million if certain U.S. and European regulatory submissions and approvals in multiple indications are
achieved, and up to an additional $165.0 million upon the achievement of specified levels of annual worldwide net sales. We will also be eligible to receive
tiered single-digit royalties related to worldwide net sales of products developed under the collaboration. Unless earlier terminated by either party upon
specified circumstances, the GSK Agreement will terminate, with respect to each specific developed product, upon the later of the 12th anniversary of the
first commercial sale of the product or the expiration of the last to expire of any patent. Prior to the adoption of ASC 606, Revenue from Contracts with
Customers, we determined that the upfront license fees and research funding under the GSK Agreement, as amended, should be accounted for as a single
unit of accounting and that the upfront license fees should be deferred and recognized as revenue over the same period that the research and development
services are performed. In February 2016, Amendment No. 2 to the GSK Agreement was agreed by both parties to define the effective dates of the
development programs of the GSK Agreement. We determined that the research and development services would be extended through December 31, 2016.
As a result, the period over which the unrecognized license fees and discovery milestones were recognized was extended through December 31, 2016 and
have since been recognized in full.
We assessed these arrangements in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer. We identified the
following material promises under the GSK Agreement: (1) the licenses under certain patent rights relating to six discovery programs (four targets) and
transfer of certain development and regulatory information, (2) research and development (“R&D”) services, and (3) joint steering committee meetings. We
considered the research and discovery capabilities of GSK for these specific programs, GSK’s inability to sub-license, and the fact that the discovery and
optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license
does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the joint steering committee participation would not
have been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated and therefore
concluded that the promises should be combined into a single performance obligation at the inception of the arrangement.
On October 23, 2020, Amendment No. 3 to the GSK Agreement (the “Amendment”) was agreed to by both parties to permit GSK to conduct
development and commercialization of Zejula, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor, which has received U.S. approval for
the maintenance treatment of adult patients with advanced epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial
response to first-line platinum-based chemotherapy, and is under development for additional cancer indications. In addition, under the Amendment, we
were granted increased royalties upon sales of JEMPERLI (dostarlimab), an anti-PD-1 antagonist antibody under development by GSK for multiple
oncological disorders, equal to 8% of Net Sales (as defined in the GSK Agreement) below $1.0 billion and from 12% up to 25% of Net Sales above
$1.0 billion. The Amendment also provided for a one-time, non-refundable cash payment of $60.0 million that we received and recognized as revenue in
the fourth quarter of 2020. GSK also agreed, starting January 1, 2021, to pay us a 1% royalty less third-party royalty deduction on all GSK net sales of
Zejula. The $1.1 billion in cash milestone payments due under the GSK Agreement remain unchanged. Additionally, under the terms of the Amendment,
GSK has agreed to certain diligence commitments with respect to the future development of JEMPERLI, and the parties have agreed to review such
commitments under regular joint review committee meetings going forward.
We assessed this Amendment in accordance with ASC 606 and concluded the Amendment was a contract modification to the GSK Agreement.
Based on our assessment, we identified the terms of the Amendment to be interrelated to the GSK Agreement’s single performance obligation, noting
completion and delivery of terms under the Amendment were satisfied by both parties with the execution of the Amendment.
As of December 31, 2021, the transaction price for the GSK Agreement and Amendment includes the upfront payment, research reimbursement revenue,
one-time payment associated with the Amendment, and milestones earned to date, which are allocated in their entirety to the single performance obligation.
88
We earned and recognized $3.2 million in royalty revenue during the year ended December 31, 2021 related to GSK’s net sales of Zejula and
JEMPERLI during the period based on estimates of GSK’s sales historical experience. Of the royalty revenue recognized, $0.2 million is JEMPERLI non-
cash revenue related to the Royalty Monetization Agreement, see Note 5. GSK reports sales information to us on a one quarter lag and differences between
actual and estimated royalty revenues will be adjusted in the following quarter. There was no royalty revenue recognized during the years ended
December 31, 2020 and 2019.
We earned and recognized four clinical milestones totaling $60.0 million during the year ended December 31, 2021. No other future clinical or
regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint
evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon success in future
clinical trials, an outcome that is difficult to predict, and GSK’s efforts. Any consideration related to sales-based milestones, including royalties, will be
recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to GSK and therefore
have also been excluded from the transaction price. We will re-evaluate the variable transaction price in each reporting period and as uncertain events are
resolved or other changes in circumstances occur.
Milestones recognized through December 31, 2021 under the GSK Agreement are as follows:
Milestone Event
Initiated in vivo toxicology studies using good laboratory
practices (GLPs)
IND clearance from the FDA
Phase 2 clinical trial initiation
Phase 3 clinical trial initiation - first indication
Phase 3 clinical trial initiation - second indication
(1)
Filing of the first BLA - first indication
(2)
Filing of the first MAA - first indication
Filing of the first BLA - second indication
First BLA approval - first indication
First MAA approval - first indication
First BLA approval - second indication
Anti-PD-1
(JEMPERLI/Dostarlimab)
Anti-TIM-3
(GSK4069889A/Cobolimab)
Anti-LAG-3
(GSK40974386)
Amount
Quarter
Recognized
Amount
Quarter
Recognized
Amount
Quarter
Recognized
$1.0M
$4.0M
$3.0M
$5.0M
$5.0M
$10.0M
$5.0M
$10.0M
$20.0M
$10.0M
$20.0M
Q2'15
Q1'16
Q2'17
Q3'18
Q2'19
Q1'20
Q1'20
Q1'21
Q2'21
Q2'21
Q3'21
$1.0M
$4.0M
$3.0M
—
—
—
—
—
—
—
—
Q4'15
Q2'16
Q4'17
—
—
—
—
—
—
—
—
$1.0M
$4.0M
$3.0M
—
—
—
—
—
—
—
—
Q3'16
Q2'17
Q4'19
—
—
—
—
—
—
—
—
(1)
(2)
Biologics License Application (“BLA”)
Marketing Authorization Application (“MAA”)
Milestones achieved during the discovery period were recognized as revenue pro-rata through December 31, 2016. Milestones achieved during
fiscal 2017 were recognized as revenue in the period earned, while milestones after December 31, 2017 are recognized upon determination that a
significant reversal of revenue would not be probable. Cash is generally received within 30 days of milestone achievement.
We recognized $63.2 million in revenue under the GSK Agreement during the year ended December 31, 2021, of which $60.0 million was related to
four milestones and $3.2 million was related to royalty revenue. We recognized $75.0 million in revenue during the year ended December 31, 2020, of
which $60.0 million was related to terms under Amendment No. 3 to the GSK Agreement that were satisfied and $15.0 million in milestone revenue related
to two milestones. We recognized $8.0 million during the year ended December 31, 2019 related to two milestones.
Antibody Generation Agreement with Bristol-Myers Squibb
In December 2011, we entered into a license and collaboration agreement (the “BMS Agreement”) with Celgene, now a part of Bristol-Myers
Squibb (Celgene and Bristol-Myers Squibb are hereinafter referred to, collectively, as “BMS”), to develop therapeutic antibodies against multiple targets.
We granted BMS the option to obtain worldwide commercial rights to
89
antibodies generated against each of the targets under the agreement, which option was triggered on a target-by-target basis by our delivery of antibodies
meeting certain pre-specified parameters pertaining to each target under the agreement.
The BMS Agreement provided for an upfront payment of $6.0 million from BMS, which we received in 2011 and recognized through 2014,
milestone payments of up to $53.0 million per target, low single-digit royalties on net sales of antibodies against each target, and reimbursement of
specified research and development costs.
We assessed this arrangement in accordance with ASC Topic 606 and concluded that the contract counterparty, BMS, is a customer. We identified
the following material promises under the BMS Agreement: (1) the licenses under certain patent rights relating to four targets and transfer of certain
development and regulatory information, (2) R&D services, (3) a written report documenting findings, and (4) steering committee meetings. We considered
the research and discovery capabilities of BMS, BMS’s inability to sub-license the four targets, and the fact that the discovery and optimization of these
antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-
alone functionality and is therefore not distinct. Additionally, we determined that the report of findings and steering committee participation would not have
been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated, and therefore
concluded that the promises should be combined into a single performance obligation at the inception the arrangement.
As of December 31, 2021, the transaction price of the BMS Agreement includes the upfront payment, success fees, expense reimbursement, and
milestones earned to date, which are allocated in their entirety to the single performance obligation. None of the future clinical or regulatory milestones
have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we
considered numerous factors, including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials
and BMS’s efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were
determined to relate predominantly to the intellectual property license granted to BMS and therefore have also been excluded from the transaction
price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.
Milestones achieved through December 31, 2021 under the BMS Agreement are as follows:
Milestone Event
Completion of first in vivo toxicology studies using GLPs
Phase 1 clinical trial initiation
Anti-PD-1
(CC-90006)
Amount
$0.5M
$1.0M
Quarter
Recognized
Q2'16
Q4'16
Revenue from future contingent milestone payments will be recognized when it is more likely than not that the revenue will not be reversed in
future periods. Cash is generally received within 30 days of milestone achievement.
There was no revenue recognized under this agreement during the years ended December 31, 2021, 2020, and 2019.
5. Sale of Future Royalties
In October 2021, we signed a royalty monetization agreement (“Royalty Monetization Agreement”) with Sagard Healthcare Royalty Partners, LP
(“Sagard”). Under the terms of the Royalty Monetization Agreement, we received $250.0 million in exchange for royalties payable to us under our GSK
collaboration on annual global net sales of JEMPERLI below $1.0 billion starting in October 2021. The aggregate JEMPERLI royalties and milestones to
be received by Sagard under the Royalty Monetization Agreement is capped at certain fixed multiples of the upfront payment based on time. Once Sagard
receives an aggregate amount of either $312.5 million (125% of the upfront) by the end of 2026, or $337.5 million (135% of the upfront) during 2027, or
$412.5 million (165% of the upfront) at any time after 2027, the Royalty Monetization Agreement will expire resulting in AnaptysBio regaining all
subsequent JEMPERLI royalties and milestones.
The Royalty Monetization Agreement includes a call option, which at any time after the third anniversary of the closing date of the transaction, we
may reacquire our interest in the specified royalties by paying Sagard (in cash) a specified amount described as (a) in the case of a Reacquisition Date that
falls within the period from (but excluding) the third anniversary of the Closing Date to (and including) December 31, 2026, the greater of (i)
$312.5 million minus the total Net Amount actually received by Purchaser prior to such Reacquisition Date, and (ii) an amount that, when paid to Sagard
on such Reacquisition Date, will generate an internal rate of return (“IRR”) for Sagard of 9.0% over the Relevant Period; (b) in the case of a Reacquisition
Date that falls within the period from (and including) January 1, 2027 to (and including) December 31, 2027, the
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greater of (i) $337.5 million minus the total Net Amount actually received by Purchaser prior to such Reacquisition Date and (ii) an amount that, when paid
to Sagard on such Reacquisition Date, will generate an IRR for Sagard of 10% over the Relevant Period; and (c) in the case of a Reacquisition Date that
occurs on or after January 1, 2028, the greater of (i) $412.5 million minus the total Net Amount actually received by Purchaser prior to such Reacquisition
Date and (ii) an amount that, when paid to Sagard on such Reacquisition Date, will generate an IRR for Sagard of 10% over the Relevant Period.
The proceeds received from Sagard of $250.0 million were recorded as a liability, net of transaction costs of $0.4 million, which will be amortized
over the estimated life of the arrangement using the effective interest rate method. Royalty and milestone revenue will be recognized as earned on net sales
of JEMPERLI, and we will record the royalty payments to Sagard as a reduction of the liability when paid. As such payments are made to Sagard, the
balance of the liability will be effectively repaid over the life of the Royalty Monetization Agreement.
We estimate the effective interest rate used to record non-cash interest expense under the Agreement based on its estimate of future royalty
payments to be received by Sagard. As of December 31, 2021, the estimated effective rate under the agreement was 7.0%. Over the life of the arrangement,
the actual effective interest rate will be affected by the amount and the timing of the royalty payments received by Sagard and changes in the Company’s
forecasted royalties. At each reporting date, we will reassess our estimate of total future royalty payments to be received and if such payments are
materially different than our original estimates, we will prospectively adjust the imputed interest rate and the related amortization of the royalty obligation.
We recognized non-cash royalty revenue of approximately $0.2 million and non-cash interest expense of approximately $1.5 million for the year
ended December 31, 2021. The interest and amortization of issuance costs is reflected as non-cash interest expense for the sale of future royalties in the
Consolidated Statements of Operations.
The following table shows the activity within the liability account for the year ended December 31, 2021:
(in thousands)
Liability related to sale of future royalties - beginning balance
Proceeds from sale of future royalties
Issuance costs related to the sale of future royalties
Amortization of issuance costs
Non-cash interest expense recognized
Liability related to sale of future royalties - ending balance
6. Fair Value Measurements and Available for Sale Investments
Fair Value Measurements
December 31, 2021
—
250,000
(357)
7
1,443
251,093
$
$
Our financial instruments consist principally of cash, cash equivalents, short-term and long-term investments, receivables, and accounts payable.
Certain of our financial assets and liabilities have been recorded at fair value in the consolidated balance sheet in accordance with the accounting standards
for fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure
fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or
similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the related assets or liabilities; and
Level 3 - Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions.
91
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels
based on the fair value hierarchy:
(1)
(2)
(2)
(in thousands)
At December 31, 2021
(1)
Money market funds
Mutual funds
U.S. Treasury securities
(2)
Certificates of deposit
Agency securities
Commercial and corporate obligations
At December 31, 2020
(1)
Money market funds
Mutual funds
U.S. Treasury securities
(2)
Certificates of deposit
Agency securities
Commercial and corporate obligations
(2)
(2)
(1)
(2)
(2)
Fair Value Measurements at End of Period Using:
Fair
Value
Quoted Market
Prices for
Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
$
445,647 $
50,326
87,831
3,766
5,814
22,054
188,297 $
57,153
107,697
2,436
21,169
29,441
445,647 $
50,326
87,831
—
—
—
188,297 $
57,153
107,697
—
—
—
— $
—
—
3,766
5,814
22,054
— $
—
—
2,436
21,169
29,441
—
—
—
—
—
—
—
—
—
—
—
—
(1)
(2)
Included in cash and cash equivalents in the accompanying consolidated balance sheets.
Included in short-term or long-term investments in the accompanying consolidated balance sheets depending on the respective maturity date.
The following methods and assumptions were used to estimate the fair value of our financial instruments for which it is practicable to estimate that
value:
Marketable Securities. For fair values determined by Level 1 inputs, which utilize quoted prices in active markets for identical assets, the level of
judgment required to estimate fair value is relatively low. For fair values determined by Level 2 inputs, which utilize quoted prices in less active markets
for similar assets, the level of judgment required to estimate fair value is also considered relatively low.
Fair Value of Other Financial Instruments
The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses
approximate fair value due to their short-term nature.
Available for Sale Investments
We invest our excess cash in agency securities, debt instruments of financial institutions and corporations, commercial obligations, and U.S.
Treasury securities, which we classify as available-for-sale investments. These investments are carried at fair value and are included in the tables above.
The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash
equivalents, short-term and long-term investments as of December 31, 2021 are as follows:
(1)
(in thousands)
Agency securities
Certificates of deposit
Commercial and corporate obligations
US Treasury securities
Total available-for-sale investments
(4)
(2)
(3)
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Total
Fair Value
$
$
5,821 $
3,770
22,094
87,995
119,680 $
— $
—
2
—
2 $
(7) $
(4)
(42)
(164)
(217) $
5,814
3,766
22,054
87,831
119,465
92
(1)
Of our outstanding agency securities, $1.0 million have maturity dates of less than one year and $4.8 million have a maturity date of between one to
two years as of December 31, 2021.
(2)
Of our outstanding certificates of deposit, $1.3 million have a maturity date of less than one year and $2.5 million have a maturity date of between one
to two years as of December 31, 2021.
(3)
Of our outstanding commercial and corporate obligations, $4.8 million have maturity dates of less than one year and $17.3 million have a maturity
date of between one to two years as of December 31, 2021.
(4)
Of our outstanding U.S. Treasury securities, $45.3 million have maturity dates of less than one year and $42.5 million have a maturity date of between
one to two years as of December 31, 2021.
The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash
equivalents, short-term and long-term investments as of December 31, 2020 are as follows:
(in thousands)
Agency securities
Certificates of deposit
Commercial and corporate
(1)
(2)
obligations
(3)
US Treasury securities
(4)
Total available-for-sale investments
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
$
$
21,169
2,427
29,414
107,530
160,540
$
$
1
9
28
170
208
$
$
(1)
—
(1)
(3)
(5)
Total
Fair Value
$
21,169
2,436
29,441
107,697
160,743
$
(1)
Of our outstanding agency securities, $10.0 million have maturity dates of less than one year and $11.2 million have a maturity date of between one to
two years as of December 31, 2020.
(2)
Of our outstanding certificates of deposit, $1.1 million have a maturity date of less than one year and $1.3 million have a maturity date of between one
to two years as of December 31, 2020.
(3)
Of our outstanding commercial and corporate obligations, $29.4 million have maturity dates of less than one year and $0.0 million have a maturity
date of between one to two years as of December 31, 2020.
(4)
Of our outstanding U.S. Treasury securities, $102.7 million have maturity dates of less than one year and $5.0 million have a maturity date of between
one to two years as of December 31, 2020.
The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as
of December 31, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a
continuous loss position:
Less than 12 Months
December 31, 2021
12 Months or Greater
Total
(in thousands)
Agency securities
Certificates of Deposit
Commercial and corporate obligations
US Treasury Securities
Total
Fair Value
Gross
Unrealized Losses
Fair Value
Gross
Unrealized Losses
Fair Value
$
$
4,477 $
2,870
18,524
82,823
108,694 $
(7) $
(4)
(42)
(164)
(217) $
93
— $
—
—
—
— $
— $
—
—
—
— $
Gross
Unrealized Losses
(7)
(4)
(42)
(164)
(217)
4,477 $
2,870
18,524
82,823
108,694 $
Less than 12 Months
December 31, 2020
12 Months or Greater
Total
Fair Value
Gross
Unrealized Losses
Fair Value
Gross
Unrealized Losses
Fair Value
(in thousands)
Agency securities
Commercial and corporate obligations
US Treasury Securities
Total
$
$
4,999 $
6,503
35,211
46,713 $
(1) $
(1)
(3)
(5) $
— $
2,399
—
2,399 $
— $
—
—
— $
Gross
Unrealized Losses
(1)
(1)
(3)
(5)
4,999 $
8,902
35,211
49,112 $
As of December 31, 2021 and 2020, unrealized losses on available-for-sale investments were not material, and accordingly, no allowance for credit
losses were recorded.
7. Stockholders’ Equity
Common Stock
Of the 500,000,000 shares of common stock authorized, 27,647,250 shares were issued and outstanding as of December 31, 2021. Common stock
reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at December 31, 2021 are as follows:
Issued and Outstanding:
Stock options
Shares Reserved For:
2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
Total
8. Equity Incentive Plans
2017 Equity Incentive Plan
3,460,295
3,268,267
1,252,024
7,980,586
On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Equity Incentive Plan (the “2017 Plan”). The 2017
Plan became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017, and replaced our
existing 2006 Equity Incentive Plan. Under the 2017 Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and
other awards to individuals who are then our employees, officers, directors or consultants. In addition, the number of shares of stock available for issuance
under the 2017 Plan will be automatically increased each January 1, beginning on January 1, 2018, by 4% of the aggregate number of outstanding shares of
our common stock as of the immediately preceding December 31 or such lesser number as determined by our board of directors. The 2017 Plan
automatically increased by 1,094,223 shares as of January 1, 2021.
Employee Stock Purchase Plan
On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Employee Stock Purchase Plan or the ESPP. The
ESPP became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017. In addition, the
number shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2018, by 1% of the
aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our
board of directors. The ESPP automatically increased by 273,555 shares as of January 1, 2021. The initial offering period for the ESPP began in May 2021,
completed in November 2021, and a new offering period began in November 2021. Future offering periods are expected to start in May and November
each year.
Stock Options
Stock options granted to employees and non-employees generally vest over a four-year period while stock options granted to directors vest over a
one-year period. Each stock option award has a maximum term of 10 years from the date of grant, subject to earlier cancellation prior to vesting upon
cessation of service to us. A summary of the activity related to stock
94
option awards during the year ended December 31, 2021 is as follows:
Outstanding at January 1, 2021
Granted
Exercises
Forfeitures and cancellations
Outstanding at December 31, 2021
Exercisable at December 31, 2021
Shares
Subject to
Options
Weighted-Average
Exercise
Price per
Share
Weighted-Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value (in
thousands)
2,920,700 $
1,105,845 $
(272,462) $
(293,788) $
3,460,295 $
1,852,668 $
26.67
29.49
7.85
29.24
28.84
30.32
7.29 $
17,434
7.17 $
5.93 $
42,987
27,400
Total cash received from the exercise of stock options was approximately $2.1 million during the year ended December 31, 2021.
Stock-Based Compensation Expense
We recognize stock-based compensation expense for awards issued to employees and non-employees over the requisite service period based on the
estimated grant-date fair value of such awards. We record the expense for stock-based compensation awards subject to performance-based milestone
vesting over the requisite service period when management determines that achievement of the milestone is probable. Management evaluates when the
achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. The
estimated fair values of stock option awards granted to employees were determined on the date of grant using the Black-Scholes option valuation model
with the following weighted-average assumptions:
Risk-free interest rate
Expected volatility
Expected dividend yield
Expected term (in years)
Weighted average grant date fair value per share
2021
0.7 %
92.9 %
— %
6.18
22.34 $
$
Year Ended
December 31,
2020
0.5 %
90.2 %
— %
6.25
14.51 $
2019
2.0 %
77.98 %
— %
6.25
21.99
We determine the appropriate risk-free interest rate, expected term for employee stock-based awards, contractual term for non-employee stock-based
awards, and volatility assumptions. The weighted-average expected option term for employee and non-employee stock-based awards reflects the
application of the simplified method, which defines the life as the average of the contractual term of the options and the weighted-average vesting period
for all option tranches. Expected volatility for 2021 incorporates the historical volatility of our stock price, and volatility for 2020 and 2019 incorporates
our stock price as well as similar entities whose share prices are publicly available. The risk-free interest rate is based upon U.S. Treasury securities with
remaining terms similar to the expected or contractual term of the stock-based payment awards. The assumed dividend yield is based on our expectation of
not paying dividends in the foreseeable future.
Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and
comprehensive loss is as follows:
(in thousands)
Research and development
General and administrative
Total
2021
5,856 $
9,491
15,347 $
$
$
Year Ended
December 31,
2020
4,122 $
7,377
11,499 $
2019
5,564
6,847
12,411
At December 31, 2021, there was $27.2 million of unrecognized compensation cost related to unvested stock option awards, which is expected to be
recognized over a remaining weighted average vesting period of 2.26 years. At December 31, 2021, there was $0.1 million of unrecognized compensation
cost related to the ESPP, which is expected to be recognized over a remaining weighted-average vesting period of 0.37 years.
95
9. Employee Benefit Plan
We have a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an
individual basis, limited to the maximum amount allowable under U.S. federal tax regulations. We elected to match 100% of an employee’s contributions
up to 6% of the employees’ eligible salary with a maximum annual match limit of $8,000 in 2021 and 50% of an employee’s contributions up to 6% of the
employees’ eligible salary with a maximum annual match limit of $6,000 in 2020 and 2019. For the years ended December 31, 2021, 2020, and 2019, we
incurred approximately $0.6 million, $0.5 million and $0.3 million, respectively of costs related to the 401(k) plan.
10. Commitments and Contingencies
Operating Leases
On November 11, 2020, we entered into an agreement to terminate our sublease (the “Sublease Termination”) with Trex Enterprises Corporation,
with respect to facilities in the building at 10455 Pacific Center Court in San Diego, California (the “10455 Building”). The terms of the original sublease
with Trex provided for a November 12, 2021 lease expiration. Under the Sublease Termination, we agreed to terminate the sublease agreement on
December 15, 2020 with no associated penalty. We recorded a non-cash gain of approximately $0.1 million as other income, in connection with the write-
off of the lease liability and corresponding ROU asset. As of December 31, 2021, there was no lease liability and corresponding ROU asset related to the
10455 Building Lease. The non-cancellable office lease for our facilities at 10421 Pacific Center Court in San Diego, California, expired on August 31,
2021, and as of December 31, 2021, there was no related lease liability and corresponding ROU asset.
On May 4, 2020, we entered into a lease agreement with Wateridge Property Owner, LP, with respect to facilities in the building at 10770 Wateridge
Circle, San Diego, California 92121 (the “Lease Agreement”). Under the Lease Agreement, we agreed to lease approximately 45,000 square feet of space
for a term of 124 months, beginning on April 5, 2021. The terms of the Lease Agreement provide us with an option to extend the term of the lease for an
additional five years, as well as a one-time option to terminate the lease after seven years with the payment of a termination fee. The exercise of the lease
option is at our sole discretion, which we currently do not anticipate exercising and as such was not recognized as part of the ROU asset and lease liability.
The monthly base rent will be $4.20 per rentable square foot and will be increased by 3% annually. Under the Lease Agreement, we are also responsible for
our pro rata share of real estate taxes, building insurance, maintenance, direct expenses, and utilities. Upon lease commencement, on April 5, 2021, we
recognized an ROU asset of $20.6 million, with a corresponding lease liability of $20.7 million on the consolidated balance sheets. The ROU asset includes
adjustments for prepayments, initial direct costs, and lease incentives. As of December 31, 2021, we have recorded $0.3 million as a security deposit in
accordance with the terms of the Lease Agreement.
Our lease payments are fixed, and we recognize lease expense for leases on a straight-line basis over the lease term. Operating lease ROU assets and
lease liabilities are recorded based on the present value of the future minimum lease payments over the lease term at commencement date. As our lease
does not provide an implicit rate, we used our incremental borrowing rate based on the information available at effective date of adoption in determining
the present value of future payments. The weighted-average discount rate used was 4.0% and the weighted-average remaining lease term is approximately
9.7 years.
The following non-cancellable office lease costs are included in our consolidated statements of cash flow (in thousands):
Leases
Operating lease cost
Cash paid for amounts included in the measurement of lease
liabilities
Classification on the Cash Flow
Operating
2021
Year Ended December 31,
2020
2019
$
2,213 $
865 $
Operating
705
938
879
937
96
At December 31, 2021, the future minimum annual obligations for the Company’s operating lease commitments are as follows:
Years Ending December 31, (in thousands)
2022
2023
2024
2025
2026
Thereafter
Total minimum payments required
Less: Imputed interest
Present value of lease liabilities
License Agreements
$
$
$
2,316
2,386
2,457
2,531
2,607
13,239
25,536
(4,581)
20,955
We have certain obligations under licensing agreements with third parties that are contingent upon achieving various development, regulatory and
commercial milestones. Pursuant to these license agreements, we are required to make milestone payments if certain development, regulatory and
commercial sales milestones are achieved. Also, pursuant to the terms of each of these license agreements, when and if commercial sales of a product
commence, we will pay royalties to our licensors on net sales of the respective products.
Certain of the licensing agreements require guaranteed minimum annual payments. Terms of the licensing agreements generally range from the
remaining life of the patent up to 19 years and, in some cases, may be subject to earlier termination by either party upon specified circumstances.
Total expense incurred under all collaborative licensing agreements for upfront, milestone and royalty payments were $0.2 million, $0.2 million,
and $0.5 million during the years ended December 31, 2021, 2020 and 2019, respectively. Total cash paid under these agreements was $0.2 million, $0.3
million, and $0.1 million during the years ended December 31, 2021, 2020, and 2019, respectively.
Future minimum annual obligations under all such license agreements will be $0.7 million in aggregate during 2022, and $0.2 million thereafter.
These obligations are payable through ten years from the first commercial sale, if any, or expiration of the last patent to expire, the dates of which are not
determinable at this time.
Other Commitments and Contingencies
We have entered into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with contract
manufacturing organizations and development services with contract research organizations. These agreements may include certain provisions for purchase
obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the
agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific
terms of the agreement.
Guarantees and Indemnifications
We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to certain of these arrangements, we indemnify,
hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third-party claims in connection
with our breach of the agreement, our negligence or willful misconduct in connection with the agreement, or any trade secret, copyright, patent or other
intellectual property infringement claim with respect to our technology. The term of these indemnification arrangements is generally perpetual. The
maximum potential amount of future payments we could be required to make under these agreements is not determinable because it involves claims that
may be made against us in the future, but have not yet been made.
We indemnify our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving in
such capacity, as permitted under Delaware law, in accordance with our certificate of incorporation and bylaws, and pursuant to agreements providing for
indemnification entered into with our officers and directors. The term of the indemnification period lasts as long as an officer or director may be subject to
any proceeding arising out of acts or omissions of such officer or director in such capacity.
97
The maximum amount of potential future indemnification of directors and officers is unlimited; however, we currently hold director and officer
liability insurance. This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts
paid.
We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these
obligations for any period presented.
Letter of Credit
At December 31, 2020, we were contingently liable for a standby letter of credit issued by a commercial bank for $60,000 for security on our lease
and a restricted cash account with this amount was held as cash collateral for the letter of credit. As of December 31, 2021, the letter of credit has expired
and the related restricted cash has been released.
Shareholder Litigation
On March 25, 2020, a putative securities class action was filed in the United States District Court for the Southern District of California naming the
Company and certain of its current or former officers as defendants. The complaint purports to assert claims under Section 10(b) of the Exchange Act Rule
10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our common stock between October 10, 2017 and November
7, 2019 (the “Class Period”). An amended complaint was filed on September 30, 2020 alleging that, during the Class Period, the defendants made material
misrepresentations or omissions regarding our etokimab product candidate that artificially inflated our stock price. The plaintiff sought, among other things,
damages in an unspecified amount, as well as costs and expenses. On September 20, 2021, the Court granted defendants’ motion to dismiss the amended
complaint with leave to amend. Plaintiff did not file a further amended complaint and, on November 30, 2021, the Court dismissed the action with
prejudice.
On May 3, 2021, a shareholder derivative complaint was filed in the same Court based on allegations substantially similar to those in the class
action, and purporting to assert claims on the Company’s behalf against current or former officers and directors for alleged violation of Sections 14(a) and
20(a) of the Exchange Act, breach of fiduciary duties, unjust enrichment, waste of corporate assets and insider selling. The parties to that derivative action
have agreed to the following: (1) the action should be dismissed without prejudice, meaning that the dismissal would not preclude the company, or another
shareholder acting on behalf of the company, from asserting such claims in the future; (2) the plaintiffs and the defendants will all bear their own fees and
costs incurred in connection with the action; and (3) neither the plaintiffs nor their counsel have received, or will receive, payment, compensation or
consideration of any kind, directly or indirectly, in connection with the action or its dismissal. By Order dated January 14, 2022, the Court directed the
Company to provide, in its filing on Form 10-K for the year ending December 31, 2021, notice to shareholders of the proposed dismissal without prejudice.
The Court further directed the parties to notify the Court following the filing of the Form 10-K, and ordered that the action will be dismissed without
prejudice fourteen (14) days thereafter unless, within such time, a shareholder moves to intervene in the action.
We are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We investigate these claims as they arise
and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of outcome, litigation can have an
adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
11. Income Taxes
The components of loss before income tax benefit consist of the following:
(in thousands)
U.S.
Foreign
Consolidated net loss before income taxes
2021
Year Ended December 31,
2020
2019
$
$
(57,741) $
(55)
(57,796) $
(19,832) $
(99)
(19,931) $
(97,187)
(301)
(97,488)
98
Significant components of our deferred tax assets and liabilities are as follows:
(in thousands)
Deferred Tax Assets:
Net operating loss carryforwards
Research and development credits
Equity compensation
Lease liability
Other, net
Total deferred tax assets
Deferred Tax Liabilities:
ROU asset
Fixed assets
Total deferred tax liabilities
Net deferred tax assets
Less: valuation allowance
December 31,
2021
2020
$
67,203 $
9,527
8,091
4,451
1,201
90,473
(4,154)
(115)
(4,269)
86,204
(86,204)
Deferred tax assets, net of valuation allowance
$
— $
57,772
17,614
5,329
—
769
81,484
—
(150)
(150)
81,334
(81,334)
—
We have recorded a full valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets.
Management has determined it more likely than not that the deferred tax assets are not realizable due to our historical loss position.
At December 31, 2021, we had federal and state net operating loss carryforwards (“NOLs”), of $293.4 million and $65.6 million, respectively. The
federal and state NOLs generated prior to 2018 will both begin to expire in 2028, unless previously utilized. The federal NOL includes $233.4 million of
net operating losses generated in 2018 and after. Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used
to offset up to 80% of future taxable income. At December 31, 2021, we had federal and California research tax credit carryforwards of approximately $3.2
million and $10.6 million, respectively. The federal research tax credit carryforwards will begin to expire in 2041 and the California research tax credits
carryforward indefinitely. We also have foreign tax losses of $3.3 million, which will carry forward indefinitely, subject to a continuity of ownership test.
The above NOL carryforward and the federal and state research tax credit carryforwards may be subject to an annual limitation under section 382
and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if we experience one or more ownership changes
which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an
ownership change as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock
of the corporation by more than 50 percentage points over a three-year period. In September 2015, we completed a Section 382 analysis through
December 31, 2014 and determined that there was an ownership change in 2007 that may limit the utilization of approximately $5.3 million and $5.4
million in federal and state NOLs, respectively, and $0.2 million in both federal and state research tax credits. During 2021, we extended the analysis
period of the study through September 30, 2021, noting ownership changes on January 31, 2017 and March 8, 2021. We reduced federal research credit
carryforward by approximately $15.0 million. Our use of federal and state NOLs and research credits could be limited further by the provisions of
Section 382 of the U.S. Internal Revenue Code of 1986, as amended, depending upon the timing and amount of additional equity securities that we have
issued or will issue. State NOL carryforwards may be similarly limited. If a change in ownership were to have occurred, NOL and tax credits carryforwards
could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in
the valuation allowance. Due to the existence of the valuation allowance, limitations created by ownership changes, if any, will not impact our effective tax
rate.
99
The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision:
(in thousands)
Expected income tax benefit at federal statutory tax rate
State income taxes, net of federal benefit
Permanent items
Equity compensation
Return to provision adjustment
Rate differential
Research credits
Change in the valuation allowance
(1)
Income tax benefit
2021
Year Ended December 31,
2020
2019
$
$
(12,138) $
(142)
17
(708)
76
(34)
8,087
4,842
— $
(4,186) $
(21)
18
871
(11)
40
(3,389)
6,678
— $
(20,473)
(377)
34
(1,122)
(661)
(53)
(4,405)
26,905
(152)
(1)
Includes non-deductible stock-based compensation and excess tax benefits from stock-based compensation. During 2021, our tax provision includes $0.1
million of excess tax benefits associated with the exercise of non-qualified stock options and $0.9 million associated with the disqualifying dispositions
of incentive stock options and $0 associated with the employee stock purchase plan. During 2020, our tax provision includes $0 of excess tax benefits
associated with the exercise of non-qualified stock options and $0.2 million associated with the disqualifying dispositions of incentive stock options.
During 2019, our tax provision includes $1.1 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.3 million
associated with the disqualifying dispositions of incentive stock options.
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination,
including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not
recognition at the effective date to be recognized. At December 31, 2021 and 2020, we had no unrecognized tax benefits that, if recognized and realized,
would affect the effective tax rate due to the valuation allowance against deferred tax assets. The following table summarizes the activity related to our
unrecognized tax benefits:
(in thousands)
Balance at the beginning of the year
Decrease related to prior year tax positions
Increase related to current year tax positions
Balance at the end of the year
Year Ended December 31,
2021
2020
$
$
4,044 $
(2,555)
984
2,473 $
3,146
—
898
4,044
If recognized, these amounts would not affect our effective tax rate, since they would be offset by an equal corresponding adjustment in the
deferred tax asset valuation allowance. We do not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.
Our policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2021 and 2020,
there were no interest or penalties on uncertain tax benefits.
We file income tax returns in the United States, California, Pennsylvania, and Australia. Due to our losses incurred, we are essentially subject to
income tax examination by tax authorities from inception to date.
100
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2021, our management, with the participation of our principal executive officer and principal financial officer, performed an
evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of
December 31, 2021, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of
the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework issued in 2013. Based upon the assessments, management has concluded that as of December 31, 2021 our internal control
over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with GAAP.
This Annual Report on Form 10-K does not include an attestation report on internal control over financial reporting issued by our independent
registered accounting firm. Our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant
to Section 404(b) of the Sarbanes-Oxley Act of 2002 until we are no longer a smaller reporting company.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and
15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting may not prevent or detect all errors and all fraud. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
Item 9B. Other Information
None.
101
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of
Class II Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership of Certain Beneficial Owners and
Management” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after
the end of the fiscal year covered by this Annual Report on Form 10-K.
With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of
delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2022 Annual Meeting of Shareholders, and such disclosure, if any, is
incorporated herein by reference.
Item 11. Executive Compensation
Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class II
Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting
of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item is incorporated herein by reference to the section titled “Security Ownership of Certain Beneficial Owners and
Management” and “Equity Compensation Plan Information” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to
be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this Item is incorporated herein by reference to the section titled “Certain Relationships and Related Party Transactions”
and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID: 185.
Information required by this Item is incorporated herein by reference to the section titled “Ratification of Independent Registered Public
Accounting Firm” in our Definitive Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days
after the end of the fiscal year covered by this Annual Report on Form 10-K.
102
PART IV
Item 15. Exhibits, Consolidated Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements under Part II, Item 8 herein.
2. Consolidated Financial Statement Schedules
No consolidated financial statement schedules are provided because the information called for is not required or is shown either in the
consolidated financial statements or notes thereto.
3. Exhibits
EXHIBIT INDEX
Exhibit
Number
3.1
3.2
4.1
4.2
10.1*
10.2*
10.3*
10.4*
10.5*
10.6
10.7+
10.8+
10.9+
10.10
10.11*
Description of Document
Amended and Restated Certificate of Incorporation, as
currently in effect.
Restated Bylaws, as currently in effect.
Form of Common Stock Certificate.
Description of the Registrant’s Securities Registered
Pursuant to Section 12 of the Securities Exchange Act
of 1934
Form of Indemnity Agreement.
Amended and Restated 2006 Equity Incentive Plan and
forms of award agreements.
2017 Equity Incentive Plan, and forms of award
agreements.
2017 Employee Stock Purchase Plan, and forms of
award agreements.
Employment Agreement, effective as of January 1,
2012, by and between the Registrant and Hamza Suria,
as amended.
Antibody Generation Agreement, dated December 22,
2011, by and between the Registrant and Celgene
Corporation, as modified.
Collaboration and Exclusive License Agreement, dated
March 10, 2014, by and among the Registrant,
TESARO, Inc. and TESARO Development, Ltd., as
amended.
License Agreement, dated August 30, 2006, by and
between the Registrant and Medical Research Council,
as amended.
Non-Exclusive Research and Commercial License
Agreement, dated May 15, 2009, by and between the
Registrant and Millipore Corporation.
Wateridge Lease Agreement.
Amended and Restated Employment Agreement,
effective July 15, 2020, by and between Registrant and
Eric Loumeau
Incorporated by reference
File No.
001-37985
Exhibit
3.1
Filing
Date
May 12, 2017
Filed
Herewith
Form
10-Q
S-1
S-1
10-K
S-1
S-1
S-1
S-1
333-206849
333-206849
001-37985
333-206849
333-206849
333-206849
333-206849
3.4
4.1
4.3
10.1
10.2
10.3
10.4
10.5
September 9, 2015
December 23, 2015
March 2, 2020
September 9, 2015
January 17, 2017
January 17, 2017
January 17, 2017
March 5, 2018
10-K
001-37985
S-1
333-206849
10.9
December 28, 2016
S-1
333-206849
10.10
May 10, 2016
S-1
333-206849
10.12
September 9, 2015
S-1
333-206849
10.13
September 9, 2015
10-Q
10-Q
001-37985
001-37985
10.16
10.17
May 6, 2020
November 4, 2020
103
Exhibit
Number
10.12*
10.13*
10.14++
10.15
10.16++
10.17
10.18‡++
10.19
21.1
23.1
24.1
31.1
31.2
32.1**
32.2**
101.INS
Description of Document
Employment Agreement, effective July 15, 2020, by
and between Registrant and Dennis Mulroy
Employment Agreement, effective July 31, 2020, by
and between Registrant and Paul Lizzul
Amendment No. 3 to the Collaboration and Exclusive
License Agreement
Termination of Sublease
Confidential Settlement and Modification Agreement
dated as of October 23, 2020
First Amendment to Lease Agreement
Royalty Purchase Agreement, dated October 25, 2021,
by and between the Registrant and Sagard Healthcare
Royalty Partners, LP
Amendment No. 4 to Tesaro AnaptysBio Collaboration
Subsidiaries of the Registrant.
Consent of KPMG LLP, an independent registered
public accounting firm.
Power of Attorney
Certification of Principal Executive Officer, pursuant to
Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer, pursuant to
Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
XBRL Report Instance Document - The instance document
does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Presentation Linkbase Document
101.DEF
104
Inline XBRL Taxonomy Extension Definition Linkbase
Document
Cover Page Interactive Data File (formatted as inline
XBRL and contained in Exhibit 101)
* Executive compensation plan or agreement.
Incorporated by reference
Form
10-Q
File No.
001-37985
Exhibit
10.18
Filing
Date
November 4, 2020
Filed
Herewith
10-Q
001-37985
10.19
November 4, 2020
10-K
10-K
10-K
10-Q
8-K
001-37985
001-37985
001-37985
001-37985
001-37985
10.16
10.17
10.18
10.19
2.1
February 25, 2021
February 25, 2021
February 25, 2021
August 9, 2021
December 1, 2021
X
X
X
X
X
X
X
X
104
** This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+ Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to a confidential treatment request under Rule 406
promulgated under the Securities Act.
++ Certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the
information is not material and is the type that the Registrant treats as private or confidential.
‡ Exhibits and schedules to this agreement have been omitted pursuant to the rules of the SEC. The Registrant will submit copies of such exhibits and
schedules to the SEC upon request.
105
Item 16. Form 10-K Summary
None.
106
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 7, 2022
SIGNATURES
AnaptysBio, Inc.
By:
/s/ Hamza Suria
Hamza Suria
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Hamza Suria and Eric Loumeau, and each of them, with full power
of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name,
place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments
to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the dates indicated.
Signature
/s/ Hamza Suria
Hamza Suria
/s/ Dennis Mulroy
Dennis Mulroy
/s/ Daniel Faga
Daniel Faga
/s/ Dennis Fenton
Dennis Fenton, Ph.D.
/s/ Laura J. Hamill
Laura J. Hamill
/s/ Magda Marquet
Magda Marquet, Ph.D.
/s/ Oleg Nodelman
Oleg Nodelman
/s/ Hollings Renton
Hollings Renton
/s/ John Schmid
John Schmid
/s/ James N. Topper
James N. Topper, M.D., Ph.D.
Title
Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Accounting and Financial Officer)
Director
Director
Director
Director
Director
Director
Director
Director
107
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
March 7, 2022
/s/ J. Anthony Ware
J. Anthony Ware, M.D.
Director
March 7, 2022
108
AMENDMENT NO. 4
TO COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT
This Amendment No. 4 to the Collaboration and Exclusive License Agreement (this “Amendment”) effective as of
October 21, 2021 (the “Amendment Date”), is entered into by and between (i) AnaptysBio, Inc., a Delaware corporation,
having a place of business at 10770 Wateridge Circle, Suite 210, San Diego, California 92121 (“AnaptysBio”), and (ii)
TESARO, Inc., a Delaware corporation, having a place of business at 1000 Winter Street, Suite 3300, Waltham, Massachusetts
02541 (“TESARO US”) and TESARO Development, Ltd., a Bermuda corporation, having its principal office at Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda (together with TESARO US, “TESARO”). Collectively, AnaptysBio and
TESARO are referred to as the “Parties” and, individually, as a “Party”.
WHEREAS, the Parties previously entered into that certain Collaboration and Exclusive License Agreement dated as of
March 10, 2014, and as amended by Amendment No. 1 dated November 28, 2014, Amendment No. 2 dated February 29, 2016,
and Amendment No. 3 dated October 23, 2020 (the “Agreement”);
WHEREAS, with the agreement of the Parties TESARO previously has assumed responsibility to Prosecute and Maintain
the AnaptysBio Patents (as defined in the Agreement), and the Parties are in agreement that TESARO should continue to assume
such responsibility; and
WHEREAS, the Parties wish to amend the Agreement in certain respects on the terms and conditions set forth herein.
NOW THEREFORE, capitalized terms not defined in this Amendment shall have the meaning ascribed in the Agreement,
and the Parties hereby agree as follows:
The following language will be added at the end of Section 9.2 of the Agreement relating to Patent Prosecution:
“With respect to the AnaptysBio Patents, it is acknowledged that as agreed by the Parties, TESARO has
previously assumed the responsibility to Prosecute and Maintain the AnapytsBio Patents. TESARO will do so at its own
expense and shall keep AnaptysBio informed with respect to the Prosecution and Maintenance of the AnaptysBio Patents,
and provide prompt notice of all material matters related thereto (including upon AnaptysBio’s request). AnaptysBio shall
reasonably cooperate with and assist TESARO in connection with such activities, including without limitation by making
scientists and scientific records reasonably available and the execution of all such documents and instruments and the
performance of such acts as may be reasonably necessary in order to continue any Prosecution and Maintenance thereof.
Should TESARO decide to discontinue Prosecution and Maintenance of any AnaptysBio Patent, TESARO shall inform
AnaptysBio of this decision not later than 14 days before the lapse of such AnaptysBio Patent to allow AnaptysBio at its
sole discretion to resume Prosecution and Maintenance of such AnaptysBio Patent.”
This Amendment shall be effective for all purposes as of the Amendment Date. Except as expressly modified herein, the
Agreement shall continue to remain in full force and effect in accordance with its terms. This Amendment may be executed in
counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same document.
IN WITNESS WHEREOF, the Parties have caused this Amendment No. 4 to Collaboration and Exclusive License
Agreement to be duly executed by their respective duly authorized representatives effective as of the Amendment Date.
TESARO, INC.
By:/s/ Justin Huang
Name: Justin Huang
ANAPTYSBIO, INC.
By: /s/ Eric Loumeau____________
Name: Eric Loumeau____________
Title: President and Secretary
Title: Chief Operating Officer
TESARO DEVELOPMENT, LTD.
By:/s/ Justin Huang
Name: Justin Huang
Title: President
SUBSIDIARIES OF THE REGISTRANT
EXHIBIT 21.1
Name of Subsidiary
AnaptysBio Pty Ltd
Jurisdiction of Incorporation or Organization
Australia
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
We consent to the incorporation by reference in the registration statements (Nos. 333-215741, 333-223446, 333-229927, 333-236805, and 333-253504) on
Form S-8 and in the registration statement (No. 333-261953) on Form S-3 of our report dated March 7, 2022, with respect to the consolidated financial
statements of AnaptysBio, Inc.
/s/ KPMG LLP
San Diego, California
March 7, 2022
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.1
I, Hamza Suria, certify that:
1. I have reviewed this annual report on Form 10-K of AnaptysBio, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 7, 2022
/s/ Hamza Suria
Hamza Suria
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.2
I, Dennis Mulroy, certify that:
1. I have reviewed this annual report on Form 10-K of AnaptysBio, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 7, 2022
/s/ Dennis Mulroy
Dennis Mulroy
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
I, Hamza Suria, Chief Executive Officer of AnaptysBio, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•
•
the Annual Report on Form 10-K of the Company for the year ended December 31, 2021 (the “Report”), as filed with the Securities and
Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company for the periods presented therein.
Date: March 7, 2022
/s/ Hamza Suria
Hamza Suria
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
I, Dennis Mulroy, Chief Financial Officer of AnaptysBio, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•
•
the Annual Report on Form 10-K of the Company for the year ended December 31, 2021 (the “Report”), as filed with the Securities and
Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company for the periods presented therein.
Date: March 7, 2022
/s/ Dennis Mulroy
Dennis Mulroy
Chief Financial Officer
(Principal Financial Officer)