UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-38915
IDEAYA Biosciences, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
7000 Shoreline Court, Suite 350
South San Francisco, California
(Address of principal executive offices)
47-4268251
(I.R.S. Employer
Identification No.)
94080
(Zip Code)
Registrant’s telephone number, including area code: (650) 443-6209
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.0001 par value per share
Trading
Symbol(s)
IDYA
Name of each exchange on which registered
Nasdaq Global Select Market
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 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, 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
Emerging growth company
☐
☒
☒
Accelerated filer
Smaller reporting 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 the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market
on June 30, 2021, was $629.1 million. Shares of common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant, have been
excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes.
As of March 14, 2022, the registrant had 38,627,222 shares of common stock, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent
stated herein. The proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.
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.
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 Purchase of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
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, Financial Statement Schedules
Form 10-K Summary
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other
than statements of historical facts contained in this Form 10-K, including statements regarding our future results of operations and financial position, business
strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future
operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other
important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,”
“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-
looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-
looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described
under the sections in this Annual Report on Form 10-K entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Annual Report on Form 10-K. These forward-looking statements are subject to numerous risks, including, without limitation, the
following:
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the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical
studies and clinical trials, including our IDE397 Phase 1 and IDE196 Phase 1/2 clinical trials;
our clinical and regulatory development plans;
the scope, progress, results and costs related to the research and development of our precision medicine target and biomarker discovery platform,
including costs related to the development of our proprietary libraries and database of tumor genetic information and specific cancer-target
dependency networks;
our expectations about the impact of the COVID-19 pandemic on our business, and operations, including clinical trials, manufacturing suppliers
and collaborators, and on our results of operations and financial condition;
the availability of companion diagnostics for biomarkers associated with our product candidates and any future product candidates, or the cost of
coordinating and/or collaborating with certain diagnostic companies for the manufacture and supply of companion diagnostics;
the timing of and costs involved in obtaining and maintaining regulatory approval for any of current or future product candidates and companion
diagnostics, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;
our expectations regarding the potential market size and size of the potential patient populations for IDE397, IDE196, our other product candidates
and any future product candidates, if approved for commercial use;
the timing and amount of any option exercised, milestone, royalty or other payments we may or may not receive pursuant to any current or future
collaboration or license agreement, including under the Collaboration, Option and License Agreement with GSK;
our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements and the financial terms of any such
agreements, including our Collaboration, Option and License Agreement with GSK, our Clinical Trial Collaboration and Supply Agreements with
Pfizer Inc., our License Agreement with Novartis and our Option and License Agreement with Cancer Research United Kingdom, or CRUK, and
University of Manchester;
the timing of commencement of future nonclinical studies and clinical trials and research and development programs;
our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;
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our intentions and our ability to establish collaborations and/or partnerships;
the timing or likelihood of regulatory filings and approvals for our product candidates;
our commercialization, marketing and manufacturing capabilities and expectations;
our intentions with respect to the commercialization of our product candidates;
the pricing and reimbursement of our product candidates, if approved;
the implementation of our business model and strategic plans for our business, product candidates and technology platforms, including additional
indications for which we may pursue;
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected
terms of patent protection;
our potential involvement in lawsuits in connection with enforcing our intellectual property rights;
our potential involvement in third party interference, opposition, derivation or similar proceedings with respect to our patent rights and other
challenges to our patent rights and patent infringement claims;
estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;
our future financial performance; and
developments and projections relating to our competitors and our industry, including competing therapies and procedures.
Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to
predict all risk factors and uncertainties.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are
beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-
looking statements may not occur or be achieved, and actual results could differ materially from those projected in the forward-looking statements. We qualify all
of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-
looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
SUMMARY OF PRINCIPAL RISKS ASSOCIATED WITH OUR BUSINESS
Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. You
should carefully consider these risks and uncertainties when investing in our securities. The principal risks and uncertainties affecting our business include the
following:
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We are an early-stage biopharmaceutical company with a limited operating history and no products approved for commercial sale. We have incurred
significant losses since our inception, and we anticipate that we will continue to incur significant losses for the foreseeable future, which, together
with our limited operating history, makes it difficult to assess our future viability;
We are very early in our development efforts. Our business is dependent on the successful development of our product candidates, future product
candidates, and companion diagnostics for biomarkers associated with our product candidates and future product candidates;
In connection with the Collaboration, Option and License Agreement with GSK, if GSK does not exercise its option or if it terminates any
development program under its collaborations with us, whether as a result of our inability to meet milestones or otherwise, any potential revenue
from those collaborations will be significantly reduced or eliminated, and our results of operations and financial condition will be materially and
adversely affected;
As an organization, we have never completed a clinical trial, and may be unable to do so for any of our product candidates;
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The successful development of targeted therapeutics, including therapeutics involving direct targeting of an oncogenic pathway and synthetic
lethality therapeutics, including our portfolio of synthetic lethality small molecule inhibitors, as well as any related diagnostics, is highly uncertain;
Preclinical and clinical drug development is a lengthy and expensive process with an uncertain outcome. We may incur additional costs or
experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product candidates, which
could result in increased costs to us, delay or limit our ability to generate revenue and adversely affect our business, financial condition, results of
operations and prospects. Furthermore, results of earlier studies and trials may not be predictive of future trial results;
We may find it difficult to enroll patients in our clinical trials given the limited number of patients who have the diseases for which our product
candidates are being developed. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be
delayed or otherwise adversely affected;
If we are unable to successfully develop molecular diagnostics for biomarkers that enable patient selection and/or that demonstrate drug-target
interaction, or experience significant delays in doing so, we may not realize the full commercial potential of our product candidates;
We rely on third parties for the manufacture of our product candidates for preclinical and clinical development and expect to continue to do so for
the foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or
products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts;
We face significant competition in an environment of rapid technological and scientific change, and our failure to effectively compete may prevent
us from achieving significant market penetration. Most of our competitors have significantly greater resources than we do and we may not be able
to successfully compete;
If we fail to attract and retain senior management and key scientific personnel, our business may be materially and adversely affected;
The COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease may materially and adversely affect our business
and operations, including the pace of enrollment in and conduct of current or future clinical trials;
Our success depends on our ability to obtain and maintain protection for our intellectual property and our proprietary technologies, to successfully
enforce our intellectual property rights and to avoid infringing the rights of others; and
Our stock price has been and may continue to be volatile and you may not be able to resell shares of our common stock at or above the price you
paid.
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Item 1. Business.
Company Overview
PART I
We are a synthetic lethality-focused precision medicine oncology company committed to the discovery and development of targeted therapeutics for patient
populations selected using molecular diagnostics. Our approach integrates small molecule drug discovery with extensive capabilities in identifying and validating
translational biomarkers to develop targeted therapies for select patient populations most likely to benefit. We are applying these capabilities to develop a robust
pipeline in precision medicine oncology, with a research and development focus in synthetic lethality—which represents an emerging class of precision medicine
targets.
We believe synthetic lethality, as an emerging class of precision medicine, represents one of the most exciting, potentially impactful new areas of development in
oncology, and we are investing a significant portion of our resources to become a leader in this emerging field. We are establishing a broad pipeline of clinical and
preclinical programs directed to synthetic lethality targets. We are also investing in and enhancing our capabilities for identification and validation of new synthetic
lethality targets. For targets of interest, we plan to discover therapeutic drugs and relevant biomarkers.
Our most advanced synthetic lethality product candidate is IDE397, a clinical-stage methionine adenosyltransferase 2a, or MAT2A, inhibitor for patients with solid
tumors having methylthioadenosine phosphorylase, or MTAP, deletions – a patient population estimated to represent approximately 15% of solid tumors. We are
enrolling patients into a Phase 1 clinical trial designated as IDE397-001 to evaluate IDE397 under an investigational new drug application, or IND. We are leading
research and development of IDE397 through early clinical development, in collaboration with GlaxoSmithKline pursuant to the Collaboration, Option and License
Agreement, or the GSK Collaboration Agreement, with an affiliate of GlaxoSmithKline, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4), Limited,
or GSK.
We are currently enrolling patients having tumors with MTAP deletion into Cohort 6 of the dose escalation portion of the IDE397 Phase 1 clinical trial. We have
completed enrollment in Cohorts 1 through 5 without observing a dose limiting toxicity, or DLT, during the DLT window that begins following the first dose of
IDE397. As considered across evaluated cohorts, we observed dose-proportional pharmacokinetic exposures and robust, dose- and/or exposure-dependent
pharmacodynamic modulation of S-adenosyl methionine, or SAM, in plasma samples and of symmetric dimethyl arginine, or SDMA, in tumor biopsy samples.
We have several preclinical synthetic lethality research programs in our pipeline advancing toward the clinic. We are targeting poly (ADP-ribose) glycohydrolase,
or PARG, for patients having tumors with a defined biomarker based on genetic mutations and/or molecular signatures. We own or control all commercial rights
in our PARG program. We are targeting DNA Polymerase Theta, or Pol Theta or POLQ, in collaboration with GSK, for solid tumors with homologous
recombination deficiency, or HRD, including BRCA mutations. We are also targeting Werner Helicase, or WRN, in collaboration with GSK, in tumors with high
microsatellite instability, or MSI high. Additionally, we have multiple wholly-owned early preclinical research programs targeting MTAP synthetic lethality, or
MTAP-SL, target distinct DNA Damage Targets, or DDTs, for patients with solid tumors characterized by a proprietary biomarker or a gene signature.
Another clinical-stage product candidate, darovasertib or IDE196, is a protein kinase C, or PKC, inhibitor that we are evaluating as a synthetic lethal combination
therapy in patients having genetically-defined cancers having GNAQ or GNA11 gene mutations. Darovasertib, which we in-licensed from Novartis, is being
clinically evaluated in a Phase 1/2 clinical trial designated as IDE196-001. Our current clinical strategy includes evaluation of darovasertib in metastatic uveal
melanoma, or MUM patients, adjuvant primary uveal melanoma, or UM patients, and in skin melanoma patients having tumors with GNAQ or GNA11, or
GNAQ/11, mutations.
We are evaluating darovasertib in a Phase 1/2 clinical trial in combination with crizotinib, an investigational cMET inhibitor, pursuant to our Clinical Trial
Collaboration and Supply Agreement, or Pfizer Agreement, with Pfizer in MUM and in skin melanoma patients having tumors with GNAQ/11 mutations. We have
expanded our relationship with Pfizer. Subject to FDA guidance, we will evaluate darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination therapy in
MUM in a Phase 2 potentially registration-enabling clinical trial pursuant to a second Clinical Trial Collaboration and Supply Agreement, or the Second Pfizer
Agreement. We also plan to evaluate, subject to preclinical validation, darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination therapy in other
cMET-driven tumors such as non-small cell lung cancer, or NSCLC, and/or in hepatocellular carcinoma, or HCC, in a Phase 1 clinical trial pursuant to a third
Clinical Trial Collaboration and Supply Agreement, or the Third Pfizer Agreement, or collectively with the Pfizer Agreement and the
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Second Pfizer Agreement, the Pfizer Agreements. We are planning to initiate evaluation of darovasertib in adjuvant UM patients through an investigator sponsor
clinical trial, or IST.
We are preclinically evaluating potential expansion opportunities in oncology for darovasertib, including in combination with a cMET inhibitor in certain cMET-
driven solid tumors, and in combination with a KRAS inhibitor in certain KRAS-driven solid tumors. In addition, we are exploring potential expansion
opportunities in GNAQ/11 rare diseases, such as Sturge Weber Syndrome, or SWS, and Port Wine Stain, or PWS.
We have assembled a team of cancer biologists, drug discovery chemists, translational biologists and drug development professionals with broad experience at
leading oncology organizations. Our team is led by our Chief Executive Officer, Yujiro S Hata. We are also guided by a renowned scientific advisory board made
up of key scientific and clinical thought leaders.
Strategy
Our objective is to develop and commercialize innovative precision medicine drugs that indirectly or directly target the genetic drivers of cancer in order to provide
therapies for defined patient populations. The principal components of our strategy are to:
Continue to efficiently develop our clinical-stage product candidates, IDE397, an orally available small molecule inhibitor of MAT2A, and
darovasertib, an orally available small molecule inhibitor of PKC. We are currently conducting a Phase 1 clinical trial evaluating IDE397 in
patients with tumors having MTAP-deletion. We are also conducting a Phase 1/2 trial evaluating darovasertib as a combination therapy with
crizotinib in patients with MUM and in skin melanoma with tumors harboring GNAQ or GNA11 mutations. We are planning to initiate evaluation
of darovasertib in adjuvant primary UM through an IST, and are preclinically evaluating multiple potential expansion opportunities, including in
cMET-driven solid tumors, and KRAS-driven solid tumors.
Advance our preclinical pipeline of small molecule product candidates in synthetic lethality into clinical development. Our synthetic lethality
pipeline includes multiple preclinical research programs, including our maturing PARG and Pol Theta programs. We are also continuing to invest
in our earlier, broader portfolio of synthetic lethality programs, including programs targeting WRN, MTAP-SL and certain DNA Damage Targets.
Broaden our pipeline of targeted therapies and apply our core capabilities to establish a leading franchise in the field of synthetic lethality. We are
continuing our target identification and validation activities for advancing new synthetic lethality targets and associated biomarkers. We continue to
invest in core functional capabilities, including in drug discovery, bioinformatics and translational biology.
Collaborate with leaders in the field of diagnostics to enable the identification of defined patient populations for our product candidates. Our
precision medicine approach leverages the availability or development of companion diagnostics to identify patients for which our product
candidates will be most effective.
Collaborate under our existing strategic partnerships and identify additional strategic collaborations to accelerate development timelines and
maximize the commercial potential of our targeted product candidates. We have entered into a strategic partnership and collaboration with GSK for
our synthetic lethality programs targeting MAT2A, Pol Theta and Werner Helicase pursuant to the GSK Collaboration Agreement. We have also
entered into the Pfizer Agreements for evaluation of darovasertib combinations with crizotinib in MUM, other GNAQ/11 solid tumors and in
cMET-driven solid tumors. We will selectively evaluate strategic collaborations for our targeted product candidates with biopharmaceutical
partners whose research, development, commercial, marketing, and geographic capabilities complement our own.
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Pipeline
We are applying our capabilities and approach to develop a portfolio of targeted therapeutics for defined patient populations, with a focus in synthetic lethality.
(1)
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Pursuant to GSK Collaboration, Option and License Agreement
Pursuant to CRUK/Manchester Agreement
Pursuant to Pfizer Agreements
Our precision medicine pipeline includes clinical-stage assets IDE397, a MAT2A inhibitor being evaluated in a Phase 1 clinical trial in patients with solid tumors
having MTAP deletion, and darovasertib, a PKC inhibitor being evaluated in a Phase 1/2 clinical trial in patients harboring certain GNAQ/11 mutations. Our
pipeline also includes preclinical research programs directed to synthetic lethality targets PARG, Pol Theta, Werner Helicase, and certain DNA Damage Targets, the
profiles of which are summarized below. All data and the status of each program are as of March 1, 2022, unless otherwise noted.
IDE397 (MTAP Gene Deletion)
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We are developing our synthetic lethality product candidate, IDE397, a clinical stage MAT2A inhibitor for patients with solid tumors having MTAP
deletions, which represents approximately 15% of all solid tumors.
We have initiated a Phase 1 clinical trial designated as IDE397-001 to evaluate IDE397 in patients with solid tumors having MTAP deletion. We are
currently enrolling into Cohort 6 of the dose escalation portion of the clinical trial and have not yet observed a DLT in prior Cohorts 1 through
Cohort 5. We are targeting monotherapy cohort expansion and initiation of combination cohorts in the second or third quarter of 2022, or mid-year
2022. The timing of the expansion and/or combination cohorts may be influenced by when we define the maximum tolerated dose, or MTD.
We are targeting delivery of an IDE397 option data package to GSK mid-year 2022, subject to initiation of an expansion cohort or establishing the
MTD. Delivery of the option data package would trigger an evaluation period for GSK to make an opt‐in decision. Subject to GSK’s election to
opt‐in and, if required, HSR clearance, we are entitled to receive a $50 million opt‐in payment from GSK.
We observed preliminary clinical pharmacodynamic, or PD, response in early cohorts of the dose-escalation portion of the IDE397 monotherapy
Phase 1 clinical trial including SAM, tumor SAM and SDMA. We have a program objective to obtain additional clinical PD data during dose
escalation.
We are leading research and development of IDE397 through early clinical development, in collaboration with GSK pursuant to the GSK
Collaboration Agreement.
PARG Program (Defined Biomarker)
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We are advancing our preclinical-stage synthetic lethality PARG program for patients having tumors with a defined biomarker based on genetic
mutations and/or molecular signatures.
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We are targeting submission of an IND for our development candidate, IDE161, in the fourth quarter of 2022, subject to satisfactory completion of
ongoing preclinical and IND-enabling studies.
We own or control all commercial rights in our PARG program, subject to certain economic obligations pursuant to our exclusive, worldwide
license to certain PARG inhibitors, including IDE161, with Cancer Research UK and University of Manchester.
Pol Theta Program (HRD, including BRCA)
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We are pursuing our preclinical synthetic lethality Pol Theta program, in collaboration with GSK, for solid tumors with HRD, including BRCA
mutations.
Subject to further preclinical studies, we are, in collaboration with GSK, targeting initiation of IND-enabling studies for our Pol Theta small
molecule inhibitor in the first half of 2022.
We have the potential to receive up to $20 million in aggregate milestone payments from GSK for certain milestones, which we believe may occur
as we, in collaboration with GSK, advance a Pol Theta helicase inhibitor from preclinical development into early Phase 1 clinical trials.
We plan to continue further research and development of our Pol Theta program in collaboration with GSK pursuant to the GSK Collaboration
Agreement.
WRN Program (MSI-High)
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We are progressing our synthetic lethality Werner Helicase program, in collaboration with GSK, for patients with MSI-high tumors.
We observed Werner Helicase inhibitor in vivo efficacy in a cell derived xenograft, or CDX, model with approximately 100% tumor growth
inhibition, and are, in collaboration with GSK, targeting nomination of a Werner Helicase inhibitor development candidate in 2023.
We have the potential to receive up to $20 million in aggregate milestone payments from GSK for certain milestones, which may occur as we, in
collaboration with GSK, advance a Werner Helicase inhibitor from preclinical development into early Phase 1 clinical trials.
We plan to continue further research and development of our Werner Helicase program in collaboration with GSK pursuant to the GSK
Collaboration Agreement.
DNA Damage Targets (Defined Biomarkers)
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We have initiated early preclinical research programs targeting multiple distinct DDTs for patients with solid tumors characterized by a defined
biomarker based on genetic mutations and/or molecular signatures.
We own or control all commercial rights in our DDT programs.
Synthetic Lethality Target and Biomarker Discovery Platform
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We have established a comprehensive platform to computationally and empirically identify synthetic lethality target and biomarker pairs in defined
patient populations.
We own or control all commercial rights in programs directed to targets identified in on our synthetic lethality and biomarker discovery platform.
Darovasertib (GNAQ or GNA11 Mutations)
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We are evaluating darovasertib, a clinical stage PKC inhibitor, in our ongoing Phase 1/2 clinical basket trial in patients having tumors harboring
GNAQ or GNA11 mutations, such as MUM and skin melanoma, and plan to initiate an IST to evaluate darovasertib in adjuvant primary UM.
In metastatic uveal melanoma, or MUM, we are enrolling patients into a Phase 2 arm of the clinical trial evaluating IDE196 in combination with
crizotinib, a cMET inhibitor, pursuant to the Pfizer Agreement. We are targeting to obtain guidance from the FDA in mid-year 2022 on a clinical
trial design for enabling a potential registrational trial. We are planning to present additional interim clinical data from the Phase 2
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darovasertib/crizotinib arm of the clinical trial in mid-year 2022. The timing of the clinical data and FDA guidance may be influenced by data
maturity, including for example, appropriate interim assessments of median duration of response, or DOR, and/or median progression free survival,
or mPFS.
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We are preclinically evaluating potential expansion opportunities in cMET-driven solid tumors and KRAS-driven solid tumors.
We have expanded our relationship with Pfizer with additional agreements which will support clinical evaluation, subject to FDA guidance, of
darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination therapy in a planned MUM Phase 2 potential registration-enabling clinical
trial pursuant to the Second Pfizer Agreement, and, subject to preclinical validation and FDA guidance, in other cMET-driven tumors such as HCC
or NSCLC in a planned Phase 1 clinical trial pursuant to the Third Pfizer Agreement.
We currently own or control all commercial rights in our darovasertib program, subject to certain economic obligations pursuant to our exclusive,
worldwide license to darovasertib with Novartis.
Therapies Based on Synthetic Lethality
Synthetic Lethality Pipeline Overview
We are actively pursuing the discovery and development of small molecule inhibitors of selected targets based on synthetic lethality. Our pipeline in synthetic
lethality comprises our clinical stage product candidate, IDE397, and multiple preclinical programs targeting PARG, Pol Theta, Werner Helicase and DNA Damage
Targets, designated as DDT1 and DDT2. Our synthetic lethality pipeline is complemented by a robust target and biomarker discovery platform. For each synthetic
lethality target, we are simultaneously pursuing identification and validation of both therapeutic and tumor-associated biomarker(s) for patient selection.
In addition to these programs, we are actively identifying and validating novel synthetic lethality targets through our internal research as well as through
collaborations with academic and clinical institutions, including the University of California, San Diego, the Broad Institute of MIT and Harvard, or Broad
Institute, and Cancer Research UK.
Scientific Rationale
Synthetic lethality is emerging as an important therapeutic paradigm in the treatment of cancer. It was first defined by Calvin Bridges in 1922 based on the
observation that certain combinations of gene mutations resulted in lethality despite the fact the single mutations in either gene were viable.
Cancer cells often contain genetic changes that lead to alterations in pathways such as DNA repair and metabolism. These changes endow the cancer cells with
certain properties such as the ability to replicate by bypassing normal control mechanisms. However, removing these important regulators of cell function may also
make these cancer cells more dependent on backup pathways that can then be targeted to achieve a therapeutic effect. We are using small molecule inhibitors
against targets in DNA damage repair, or DDR, pathways or in tumor metabolism pathways, that have potentially less effects on the viability of normal cells, but
are designed to result in lethality in cancer cells having specific underlying genetic alterations. Cancer targets based on synthetic lethality are ideal for precision
medicine approaches because each product candidate inherently has a tumor-associated genetic biomarker to facilitate patient selection.
MAT2A Inhibitors in Tumors Containing MTAP Deletion
Our most advanced synthetic lethality product candidate is IDE397, a clinical stage MAT2A inhibitor for patients with solid tumors having MTAP deletions.
MTAP-null cells lack the ability to metabolize 5-methylthioadenosine, or MTA, which is an essential step in a biochemical pathway involved in salvaging
metabolite S-adenosyl methionine, or SAM. Increased levels of MTA partially inhibit the methyltransferase PRMT5 for which SAM is the methyl-donor substrate
for methylation of various proteins. This partial inhibition of PRMT5 by increased levels of MTA renders MTAP-null cells more dependent on the activity of
methionine adenosyltransferase II alpha or MAT2A, an enzyme that is responsible for the synthesis of SAM. Because of this enhanced dependence, loss of MTAP
results in synthetic lethality when MAT2A is pharmacologically inhibited.
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The prevalence of MTAP deletions is estimated to be approximately 15% of all human tumors, translating to an estimated addressable population in major market
countries, consisting of the US, EU5 (composed of Germany, Italy, Spain, France and the UK) and Japan, for patients having solid tumors with MTAP deletion to
be approximately 75,000 annually. In China, the estimated addressable population for esophageal cancer with MTAP deletion is about 30,000 annually, and for
non-small cell lung cancer, or NSCLC, with MTAP deletion is about 20,000 annually.
We are leading development of IDE397 through early clinical development, in collaboration with GSK pursuant to the GSK Collaboration Agreement. Our initial
clinical development plans to evaluate IDE397 include the ongoing dose escalation portion of the Phase 1 clinical trial. We are enrolling patients having solid
tumors with MTAP deletion identified by commercial or institutional next generation sequencing, or NGS, panels or by MTAP immunohistochemistry, or IHC,
assay with confirmation by NGS.
We are currently enrolling patients into Cohort 6 of the dose escalation portion of the Phase 1 clinical trial. As of March 1, 2022, we have enrolled an aggregate
total of 16 patients in the Phase 1 IDE397 clinical. These patients collectively have various solid tumor types with MTAP-deletion, including NSCLC, pancreatic
cancer, thymic cancer, adenoid cystic carcinoma, gastroesophageal cancer, and bladder cancer. As of March 1, 2022, IDE397 has been generally well tolerated with
mainly Grade 1/2 drug-related adverse events, and one patient who experienced drug-related Grade 3 asthenia that resolved after reducing the dose of IDE397.
There were no reported drug-related serious adverse events, or SAEs, no observed DLTs, and IDE397 had not yet reached its MTD.
Subject to satisfactory completion of the dose escalation portion of the Phase 1 clinical trial, we plan to enroll patients having solid tumors with MTAP deletion
into one or more monotherapy expansion arms focused on one or more selected solid tumor indications. We also plan to evaluate IDE397 in combination with one
or more combination agents in patients having tumors with MTAP-deletion. Potential solid tumors we are considering for future evaluation in one or more
expansion arm(s) and/or combination arm(s) of the clinical trial evaluating IDE397 include NSCLC, head and neck cancer, bladder cancer, gastric cancer,
pancreatic cancer and esophagogastric cancer, among others.
We have submitted a protocol amendment to the FDA to support cohort expansion as monotherapy in NSCLC, esophagogastric cancer, and other indications,
including potentially in one or more basket cohorts. This amendment will also support evaluation of IDE397 combination therapies with taxanes and other potential
combination agents, for example, in NSCLC, esophagogastric and/or pancreatic cancer.
We are obtaining patient biopsies from the dose escalation and expansion portions of the clinical trial for translational research, including evaluation of certain
pharmacodynamic biomarkers, such as peripheral or plasma SAM, tumor SAM, and SDMA.
We observed dose-proportional pharmacokinetic exposures across dose ranges of Cohort 1 through Cohort 5 of the Phase 1 dose escalation. The observed
exposures at doses of Cohort 4 and Cohort 5 exceeded active exposure targets established from preclinical models.
We observed preliminary clinical activity with monotherapy in early dose escalation cohorts, including pharmacodynamic response in plasma SAM, modulation of
tumor SDMA, and tumor size reductions in multiple patients with MTAP deleted advanced or metastatic solid tumors.
We observed a dose- and/or exposure-dependent pharmacodynamic modulation, reflected as a reduction in plasma SAM, a proximal pharmacodynamic marker, in
evaluable plasma samples across dose ranges of Cohort 1 through Cohort 5 of the IDE397 Phase 1 dose escalation clinical trial, satisfying the clinical protocol
threshold of approximately 60% or greater. The clinical protocol threshold was established based on IDE397 preclinical in vivo efficacy data in MTAP-deletion
xenograft models.
We have obtained tumor biopsy cohorts in the IDE397 Phase 1 clinical trial to evaluate tumor pharmacodynamic biomarkers, including SDMA. We observed
robust, dose- and/or exposure-dependent pharmacodynamic modulation of symmetric dimethyl arginine, or SDMA, in evaluable tumor biopsies from Cohort 4 and
Cohort 5. In an interim analysis, IDE397 showed exposure-dependent reduction of SDMA in target tumor types – including in biopsies from patients having
pancreatic cancer (Cohorts 3 and 4) and NSCLC (Cohort 5). Treatment with IDE397 in a Cohort 5 patient resulted in a 95% reduction of tumor SDMA in NSCLC
as measured by immunohistochemistry (IHC) score.
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We also observed tumor shrinkage in multiple patients in early dose escalation Cohorts 2 and 3 (n=3, n=2, respectively), including in a Cohort 2 NSCLC patient
(~15% reduction in target lesions) and in a Cohort 3 adenoid cystic carcinoma patient with a lung metastasis (~11% reduction in target lesions), pursuant to
RECIST v1.1 criteria.
We are leading research and development of IDE397 through early clinical development, in collaboration with GSK pursuant to the GSK Collaboration
Agreement. Following initiation of an expansion cohort or establishing a MTD, we plan to submit an option data package to GSK, which would trigger an
evaluation period for GSK to make a decision on whether to exercise its option to develop IDE397. The GSK option is exercisable within a certain period after we
deliver a data package comprising preclinical data and clinical data from the IDE397 monotherapy dose escalation study of the Phase 1 clinical trial, including
safety and tolerability data, pharmacokinetic data and pharmacodynamic modulation of SAM and tumor SDMA. Subject to GSK’s election to opt‐in and, if
required, HSR clearance, we are entitled to receive a $50 million opt‐in payment from GSK.
If GSK exercises its option and makes the related $50 million payment to us, GSK would lead later-stage global clinical development. We will be responsible for
20% of future development costs and GSK will be responsible for 80%. Assuming GSK decides to exercise the option, we will be eligible to receive future
development and regulatory milestones of up to $465 million. If GSK decides to exercise its option and upon commercialization, we will also be entitled to receive
50% of U.S. net profits and tiered royalties on global non-U.S. net sales ranging from high single digit to sub-teen double digit percentages, as well as certain
commercial milestones of up to $475 million.
Our evaluation of IDE397 as a clinical candidate is supported by preclinical data. We have evaluated the efficacy of IDE397 as monotherapy in over forty solid
tumor patient derived xenograft, or PDX, models with homozygous MTAP deletions. Results of this IDE397 MTAP-deletion PDX panel study were reported at
AACR 2021 and showed in vivo efficacy in multiple MTAP-null xenograft models demonstrating tumor growth inhibition, or TGI, when MAT2A was
pharmacologically inhibited with IDE397 as monotherapy. In this study, we observed greater than 60% tumor growth inhibition, or TGI, in approximately 75% of
the models and greater than 75% TGI in approximately 50% of models, in each case across major solid tumor types. We also observed tumor regressions, with
greater than 100% TGI, in multiple PDX models and across multiple solid tumor types, including in NSCLC as well as in bladder and gastric cancer PDX models.
In NSCLC, data from the preclinical PDX panel study has shown > 60% TGI in 12 independent NSCLC PDX models out of 14 models evaluated, including in
seven NSCLC adenocarcinoma PDX models out of nine evaluated and in five NSCLC squamous carcinoma PDX models out of five evaluated. Tumor regressions
were observed in three of five NSCLC squamous PDX models, including a complete response in one model.
We observed preclinical in vivo efficacy of IDE397 plus standard-of-care combination agents, including with paclitaxel in head and neck cancer. Additional
preclinical combination tolerability and efficacy studies are ongoing, in collaboration with GSK, to evaluate IDE397 in combination with potential oncology
agents.
Additionally, we have observed preclinical dose-dependent modulation of selected pharmacodynamic biomarkers, including SDMA, ADMA and SAM, in these in
vivo models, including in NSCLC and HCT-116 MTAP deletion CDX models. We also observed a correlation of in vivo efficacy with dose-dependent PD
modulation in MTAP-deletion CDX model in NSCLC. We have ongoing mechanistic studies, including evaluating various pathway constituents such as SAM,
MTA, SDMA, ADMA and other downstream metabolic and gene expression changes in in vitro and in vivo models.
Through our participation in the DepMap (Cancer Dependency Map) consortium led by the Broad Institute, and in collaboration with GSK, we have conducted a
PRISM screen of a panel of over 800 cell lines for pharmacological sensitivity to IDE397. This PRISM screen has identified differential selectivity across tumor
lineages, potentially enabling additional biomarker discovery and clinical opportunity expansion for IDE397.
Preclinical tolerability and efficacy studies are ongoing with IDE397 and various potential combination agents. Based on preliminary results, we have observed in
vivo efficacy with enhanced tumor growth inhibition for IDE397 in combination with a taxane in a pancreatic cancer PDX model. We have also observed
preclinical in vivo efficacy of IDE397 plus standard-of-care combination agents, including with paclitaxel in head and neck cancer PDX model. We have also
observed in vivo efficacy with enhanced tumor growth inhibition in CDX / PDX models for IDE397 in combination with other DNA Damage Response, or DDR,
target inhibitors, and for IDE397 in combination with certain precision medicine target inhibitors in tumors having certain identified genetic alterations as co-
alterations with MTAP.
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PARG Inhibitors in Tumors with Defined Biomarker
We are advancing our preclinical research for an inhibitor of poly (ADP-ribose) glycohydrolase, or PARG, for patients having tumors with homologous
recombination deficiencies, or HRD, and potentially other genetic and/or molecular signatures.
PARG is a novel target in a clinically validated biological pathway. PARG functions as a regulator of DNA repair in the same biochemical pathway as poly (ADP-
ribose) polymerase, or PARP. In particular, PARG hydrolyzes poly (ADP-ribose), or PAR, chains that are polymerized by PARP enzymes, completing the PAR
cycle. Small molecule inhibitors of PARG result in a dose dependent increase in cellular PAR after DNA damage.
We are evaluating the efficacy of our PARG inhibitors as monotherapy across a number of solid tumor CDX and PDX models with specific genetic
alterations. One of our PARG inhibitor compounds, designated as IDB-PARG, has been observed to show dose-dependent in vivo efficacy as monotherapy with
tumor regression or stasis in multiple PDX models and in multiple CDX models. We observed tumor regressions (greater than 100% TGI) in multiple breast cancer
PDX models with defined genetic and subtyping profiles. We also observed tumor regressions and enhanced TGI relative to niraparib in multiple CDX models,
including in vivo efficacy in a niraparib-resistant resistant CDX model.
We are preclinically evaluating and conducting IND-enabling studies for IDE161, our PARG inhibitor development candidate. Such studies include evaluation of
IDE161 as monotherapy in in vivo efficacy studies ongoing in multiple genetic settings, as well as in cell panel studies to validate and potentially identify new
biomarker hypotheses. We are supplementing our data set for indications and patient settings which are sensitive to pharmacological inhibition of our PARG
inhibitors.
In January 2022, we exercised our option under the Evaluation, Option and License Agreement between IDEAYA and Cancer Research Technologies, also known
as Cancer Research United Kingdom, or Cancer Research UK, and the University of Manchester, pursuant to which we hold exclusive worldwide license rights
covering a broad class of PARG inhibitors.
We have an ongoing strategic collaboration with the Broad Institute focused on synthetic lethality target and biomarker discovery. Through this collaboration with
the Broad Institute, we are evaluating paralog CRISPR knockdown in selected cell lines in conjunction with pharmacological inhibition of PARG to inform patient
selection and combination strategies in ovarian and breast cancer.
We own or control all commercial rights in our PARG program, subject to certain economic obligations pursuant to our exclusive, worldwide license with Cancer
Research UK / University of Manchester.
Pol Theta Inhibitors in Tumors with Homologous Recombination Deficiency
We are progressing our program targeting DNA Polymerase Theta, or Pol Theta or POLQ, in collaboration with GSK for patients having solid tumors with BRCA
or other homologous recombination deficiency, or HRD, mutations.
Pol Theta is involved in a DNA repair process called microhomology mediated end joining, or MMEJ, that is utilized when homologous recombination mediated
repair is compromised, as happens in the case of BRCA1 or BRCA2 mutations. The expression of Pol Theta is largely absent in normal cells, but tumor cells
harboring double strand break repair defects, such as BRCA1 or BRCA2, show synthetic lethality when Pol Theta is knocked down with siRNA.
Pol Theta is a large protein with two functional domains: a DNA polymerase domain and an ATP-dependent DNA helicase domain, sometimes referred to as an
ATPase domain, linked by a RAD51 binding domain. We have established independent research programs to discover small molecule inhibitors of each of the Pol
Theta polymerase domain and helicase or ATPase domain. We also have established an independent research approach based on a protein degradation.
We have observed combination activity with multiple PARP inhibitors, including niraparib. We have observed synergistic in vivo efficacy of a Pol Theta inhibitor
with niraparib: the combination of our Pol Theta inhibitor with niraparib enhanced the activity of niraparib in the DLD1 BRCA2-/- xenograft model. Tumor
regressions were observed for all animals in the study which were administered the combination, which was well tolerated.
We plan to continue further development of our POLQ program, including both protein degraders and small molecule inhibitors in collaboration with GSK
pursuant to the GSK Collaboration Agreement.
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WRN Inhibitors in Tumors with High Microsatellite Instability
We are also continuing to advance our preclinical research in collaboration with GSK for an inhibitor targeting Werner Helicase protein, or WRN, for patients
having tumors with high microsatellite instability, or MSI.
WRN protein is a RecQ enzyme involved in the maintenance of genome integrity. Germline loss of function mutations in WRN lead to premature aging and pre-
disposition to cancer. MSI is a change in the DNA content of a tumor cell in which the number of repeats of microsatellites, short repeated sequences of DNA,
differ as cells divide. High MSI is present in about 15% of gastrointestinal tumor cancers, including in approximately 22% of stomach adenocarcinoma and 16% of
colorectal cancer. Tumors with high MSI are routinely assessed in multiple diagnostic profiling tests.
WRN is a protein having several functional domains, and we have shown that the helicase functional domain of WRN is responsible for this synthetic lethal
interaction, as reflected in our publication in Cell Press - iScience, Werner Syndrome Helicase is Required for the Survival of Cancer Cells with Microsatellite
Instability (March 2019).
We have observed dose-dependent cellular viability effect and a dose-dependent cellular pharmacodynamic response in multiple endogenous MSI high cell
lines. We have also observed in vivo efficacy and PD response in a relevant MSI high model, including approximately 100% TGI observed in a MSI high CDX
model.
For this program, we plan to continue further development in collaboration with GSK pursuant to the GSK Collaboration Agreement.
DNA Damage Targets
We have initiated early preclinical research programs to identify small molecule inhibitors for two distinct DNA Damage Targets, or DDTs, for patients with solid
tumors characterized by a proprietary biomarker or a gene signature.
Synthetic Lethality Target and Biomarker Discovery Platform
Synthetic lethality has been since inception of our company, and continues to be, our core research focus. We have invested significantly and continue to invest in
capabilities for identification and validation of new synthetic lethality targets and biomarkers for patient selection. For targets of interest, we advance our research
to discover therapeutic drugs and to further qualify relevant biomarkers.
Our synthetic lethality research platform integrates a broad set of computational and functional capabilities. These capabilities collectively reflect the convergence
of advancements in biology, molecular biology, chemistry and information technologies. For example, molecular biology approaches such as gene knockdown
using siRNA, gene editing using CRISPR, quantitative DNA/RNA analysis, protein expression profiling and genomic sequencing can be applied across broad cell
lines to create substantial data sets. Data analytics and computational approaches are used to mine such data sets to identify novel targets and biomarker
hypotheses. These hypotheses are experimentally validated by developing and applying relevant biological assays.
We have established a comprehensive platform to computationally and empirically identify high value synthetic lethal pairs in defined patient populations. This
platform integrates synthetic lethality relationship data across parallel data sets, each including orthogonal content based on particular screening efforts. These
screens include evaluation of curated, genetically defined and preselected model cell sets indicative of targeted patient populations. Our platform includes a
proprietary library and data set resulting from our DECIPHER™ Dual CRISPR Synthetic Lethality library constructed in collaboration with University of
California, San Diego. The platform will also include data from our recently announced proprietary PAGEO™, or Paralogous Gene Evaluation in Ovarian cancer,
library being developed in collaboration with the Broad Institute utilizing the Sellers laboratory CRISPR paralog screening platform to evaluate functionally
redundant paralogous genes across ovarian cancer subtypes. Additionally, we are members of the DepMap (Cancer Dependency Map) consortium led by the Broad
Institute, through which we have access to a comprehensive data set of genome-wide cell-based screens, including isogenic screens, conducted by the Broad
Institute and other contributing institutes, including pre-publication access to new data releases. As a further component of our synthetic lethality platform, we are
conducting computational data mining and analysis of relevant public databases, such as The Cancer Genome Atlas, or TCGA, cBioPortal, and Cancer Cell Line
Encyclopedia, or CCLE, among others. Such computational approaches include our proprietary algorithms which enable us to determine synthetic lethality targets
and biomarkers enabling patient stratification.
We have established internal bioinformatics capabilities, which are supplemented by external resources. We are applying these capabilities and resources to
integrate using proprietary algorithms and unsupervised machine learning across each of the orthogonal data sets in our platform. These integrated, comprehensive
analysis efforts allow us to determine synthetic lethality target / biomarker pairs with the strongest signals across the data sets. Potential therapeutic targets are
ranked based
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on several factors, including the strength of the synthetic lethal interaction, potential drugability, potential clinical development path, and potential market
opportunity. The most promising therapeutic targets are validated empirically.
DECIPHER™ Dual CRISPER Synthetic Lethality Library – UCSD
We have constructed our DECIPHER Dual CRISPR library for synthetic lethality target and biomarker discovery in collaboration with the University of California,
San Diego, and bioinformatics analysis and validation are ongoing. The DECIPHER 1.0 library is focused on DNA Damage Repair targets across various tumor
suppressor genes and oncogenes of interest that were selected based on their known prevalence and role in solid tumors, enabling evaluation of approximately
50,000 independent gene knockout combinations of DDR pathway related drug targets across known tumor suppressor genes.
PAGEO™ Paralogous Gene Evaluation in Ovarian Cancer and Dep Map Consortium – Broad Institute
We have an ongoing strategic collaboration with the Broad Institute focused on synthetic lethality target and biomarker discovery. This collaboration will use the
large-scale CRISPR paralog screening platform developed at the laboratory of William R. Sellers, M.D., Core Institute Member, Broad Institute, to evaluate
functionally redundant paralogous genes across ovarian cancer subtypes and to generate novel target and biomarker hypotheses. Dr. Sellers, who also serves on our
Scientific Advisory Board, is the principal investigator for the strategic collaboration. We have also become a member of the Broad DepMap (Cancer Dependency
Map) consortium led by the Broad Institute to further enhance our efforts in bioinformatics and cell-based screening for synthetic lethality target and biomarker
discovery and validation.
We are also continuing to invest in our capabilities to advance our research on newly identified synthetic lethality targets of interest, including to enable discovery
of therapeutic drugs and relevant biomarkers. These investments include both additional research personnel and capital investments, which will enhance our
capabilities broadly, including in target validation, biological assay development, protein synthesis, structural biology, computational chemistry, and analytical
chemistry, among other core functional areas.
In December 2021, we acquired our INQUIRE™ Chemical Library to enhance our synthetic lethality drug discovery platform INQUIRE is a proprietary, expert-
curated small-molecule library of over 200,000 chemical compounds, which we believe will enhance our hit discovery capabilities across a broad range of novel
synthetic lethality targets and historically difficult-to-drug target classes, such as helicases and endonucleases.
Synthetic Lethality Combination Therapies Targeting Oncogenic Pathways
Darovasertib Overview – PKC Inhibitor for Patients having Tumors with GNAQ or GNA11 Mutations
Darovasertib is a potent and selective small molecule inhibitor of PKC for genetically-defined cancers having GNAQ or GNA11 gene mutations. PKC is a protein
kinase that functions downstream of the GTPases GNAQ and GNA11.
We initiated a Phase 1/2 clinical trial IDE196-001 in June 2019 to evaluate darovasertib in solid tumors harboring GNAQ or GNA11 hotspot mutations in a basket
trial design, including in MUM and other solid tumor indications such as skin (cutaneous) melanoma.
Our clinical trial strategy in MUM is to pursue darovasertib as a combination therapy with crizotinib, a cMET inhibitor, pursuant to the Pfizer Agreement. We have
formed a joint development committee with Pfizer responsible for coordinating all regulatory and other activities under the Pfizer Agreement. If the clinical data
from the combination study is positive, we plan to enter into good faith negotiations with Pfizer to determine a regulatory submission strategy. We are also
evaluating darovasertib in combination with crizotinib in non-MUM cancers having GNAQ/11 mutations, with a current focus in skin melanoma. We also plan to
initiate evaluation of darovasertib in adjuvant primary UM through an IST.
Based on preliminary darovasertib monotherapy clinical data and its mechanism of action, we anticipate darovasertib clinical activity independent of Human
Leukocyte Antigen, or HLA, status in GNAQ/11-mutation cancers.
We are preclinically evaluating potential expansion opportunities in oncology for darovasertib – including in cMET-driven solid tumors such as HCC or NSCLC,
and KRAS-driven solid tumors. In addition, we are exploring potential expansion opportunities in GNAQ/11 rare diseases, such as Sturge Weber Syndrome, or
SWS, and Port Wine Stain, or PWS.
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Scientific Rationale and Opportunity
PKC belongs to a family of closely related protein kinases that are involved in various aspects of signal transduction, such as transmitting extracellular growth
factor or cytokine signals to other protein kinases involved in cellular proliferation or transcription regulation. PKC is important for signal transduction and survival
of cells with constitutively active mutations in GNAQ or GNA11. Inactivation of PKC by specific inhibitors or reduction in protein expression using RNA all
highlight the essential role of PKC in cells with GNAQ or GNA11 mutations.
Activating mutations in GNAQ or GNA11 are found in approximately 90% of uveal melanoma patients, resulting in a dependency on PKC activity which we
believe may sensitize these tumors to the effects of darovasertib. Uveal melanoma is a cancer of the eye and the most common primary intraocular malignancy in
adults. Treatment of the primary lesion involves radiation therapy, laser therapy and/or removal of the affected eye, and is effective in preventing local recurrence
in over 80% of cases. However, approximately 50% of uveal melanoma patients treated in this manner will eventually develop metastatic disease, most commonly
in the liver. We have estimated the addressable population in major market countries, consisting of the US, the twenty-eight countries in Europe, or EU28, and
Japan, for patients having solid tumors with GNAQ or GNA11 mutations to include an annual incidence of about 4,200 in metastatic uveal melanoma. For skin
melanoma in the US, EU28 and Japan, we believe about 1,300 patients annually have tumors with GNAQ or GNA11 “hotspot” mutations that are potentially
pathogenic, based on the loci of such mutations relative to the loci of mutations in uveal melanoma. We believe the opportunity for treatment of adjuvant primary
UM in the US, EU28 and Japan will add an additional 1,600 annual addressable patients. Thus, the total addressable population for MUM, skin melanoma and
adjuvant UM in such major market countries is estimated to be about 7,100 patients.
Patients with metastatic uveal melanoma have a very poor prognosis, and there are no FDA-approved therapies for this disease. Metastases are most frequently
localized to the liver where curative surgical approaches are rare, and chemotherapy or immunotherapy has limited efficacy. Without treatment, median overall
survival of patients with metastatic uveal melanoma is approximately two to eight months. Historical response rates for uveal melanoma generally range from 0%
to 10% across treatment types. A meta-analysis of 29 Phase 2 clinical trials of various therapies in metastatic uveal melanoma from 1988 to 2015 demonstrated no
improvement in clinical response, with a medium progression free survival of 3.29 months, median overall survival of 10.2 months, and a 1-year overall survival
rate of only 43%. The poor prognosis associated with metastatic disease and the lack of effective therapies highlight the need for novel therapeutic approaches that
specifically target metastatic uveal melanoma.
Darovasertib / Crizotinib Synthetic Lethality Combination Therapy
In December 2020, we initiated a combination arm of our Phase 1/2 clinical trial under the Pfizer Agreement to evaluate darovasertib in combination with
crizotinib in patients having tumors harboring activating GNAQ or GNA11 hotspot mutations. An initial dose escalation portion of this arm of the clinical trial
evaluated the safety and efficacy of darovasertib in combination with crizotinib at various dose combinations. We initiated a Phase 2 expansion cohort in June
2021 to evaluate darovasertib / crizotinib combination therapy in MUM.
We are continuing patient enrollment into the Phase 2 clinical trial to evaluate the darovasertib / crizotinib combination in MUM and in patients having other solid
tumors with activating GNAQ/11 mutations, with a focus on GNAQ/11 skin melanoma. As of March 1, 2022, we have enrolled an aggregate total of 53 MUM
patients in the darovasertib / crizotinib combination arm of the Phase 1/2 clinical trial.
In MUM, we reported preliminary clinical data from the Phase 2 expansion cohort evaluating darovasertib and crizotinib synthetic lethal combination in December
2021, based on a data and analyses cutoff on November 25, 2021. The preliminary interim data included: (i) 100% Disease Control Rate, or DCR: 16 of 16
evaluable patients with at least one post-baseline scan showed tumor shrinkage as determined by target lesion size reduction; (ii) 31% Overall Response Rate, or
ORR: 4 of 13 patients with at least two post-baseline scans had a confirmed partial response, or PR as determined by RECIST 1.1 based on investigator or central
review; and no patients have come off-treatment prior to the second scan; and (iii) 46% of patients (6 of 13) with at least two post-baseline scans observed greater
than 30% tumor reduction, including one patient with an unconfirmed PR as determined by RECIST 1.1.
The darovasertib and crizotinib combination therapy demonstrated a manageable side effect profile in MUM patients (n=22) as of the November 25, 2021 data
cutoff, with predominantly Grade 1/2 drug-related adverse events. As of November 25, 2021, one patient experienced a drug-related serious adverse event of
diarrhea. Eighteen patients experienced a drug-related adverse events, of which six patients experienced Grade 3 drug-related adverse events, and no patients
observed Grade 4 or Grade 5 drug-related adverse events.
These preliminary clinical data provide clinical proof-of-concept for the darovasertib and crizotinib synthetic lethal combination treatment in MUM. These data
also inform potential expansion opportunities in other cMET-driven tumors.
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These data are also consistent with the company’s translational research discovery that Phase 1 clinical response to darovasertib monotherapy associated with low
cMET activity, as measured by gene signature score or cMET expression. We identified cMET as a potential biomarker and a cMET inhibitor as potential
combination agent though our translational research studies, or darovasertib cMET Translational Studies. In these studies, we observed preclinical synergies
between darovasertib and crizotinib in relevant cellular models under conditions simulating a tumor microenvironment in the liver, the site of approximately 90%
of uveal melanoma metastases. Additionally, we conducted a retrospective analysis of human clinical samples from the Novartis IDE196 Phase 1 clinical trial,
which also independently supported cMET expression / activation as potential biomarker / combination agent.
We presented data summarizing the results of certain darovasertib cMET translational studies at AACR in April 2021.
Darovasertib Monotherapy
The monotherapy arm of the Phase 1/2 clinical trial was initiated in June 2019 to evaluate IDE196 in solid tumors harboring GNAQ or GNA11 hotspot mutations
in a basket trial design. We have completed enrollment in the monotherapy arm of the Phase 1/2 clinical trial in MUM.
We reported clinical data in April 2021 for darovasertib monotherapy in MUM patients enrolled across the IDEAYA and Novartis Phase 1/2 clinical trials. At the
time of data and analyses cutoff on April 13, 2021, an aggregate of 88 patients were evaluable for safety and an aggregate of 81 patients were evaluable for efficacy
pursuant to RECIST 1.1.
In the MUM cohort of the monotherapy arm, as of April 13, 2021 data and analyses cutoff based on preliminary data from an unlocked database, we observed (i) a
fifty-seven percent (57%) 1-Year overall survival (OS) in predominantly second line, third line and heavily pre-treated (out to 7 and 8 lines of prior treatment)
MUM patients with ninety-five percent (95%) confidence interval (44%, 69%), (ii) a median OS of 13.2 months in predominantly second line, third line and
heavily pre-treated (out to 7 and 8 lines of prior treatment) MUM patients with ninety-five percent (95%) confidence interval (10.7 months, not reached), and (iii)
sixty-one percent (61%) (n=46) of MUM patients out of 75 evaluable had tumor reduction pursuant toRECIST 1.1guidelines, including 15 patients (20%) with
greater than thirty percent (30%) target lesion reduction, including one confirmed complete response.
Preliminary clinical data from darovasertib monotherapy arm indicates that darovasertib activity is independent of HLA status.
In the skin melanoma monotherapy cohort, 80% (n=4) of evaluable patients (n=5) had tumor reduction per RECIST 1.1. evaluation, including one confirmed PR.
The overall safety profile of darovasertib monotherapy, as of the April 13, 2021 data and analyses cutoff, was consistent with prior experience and included
primarily common low grade but manageable gastrointestinal and skin toxicities. Drug-related adverse events observed with darovasertib as monotherapy include:
serious adverse events of hypotension, nausea, vomiting, rash and liver toxicity; and adverse events that occurred in greater than 10% of patients of nausea,
vomiting, diarrhea, fatigue, rash, edema, and abdominal distention.
Darovasertib was initially developed as a monotherapy by Novartis, and we obtained an exclusive, worldwide license to darovasertib from Novartis in September
2018. Pursuant to our license agreement with Novartis, except for Novartis’ ongoing Phase 1 clinical trial, we control all future clinical development, and all
commercial rights to darovasetib, and may rely on and incorporate data previously submitted to the FDA by Novartis into our own regulatory
submissions. Novartis has completed enrollment in a Phase 1 clinical trial it is conducting to evaluate darovasertib in metastatic uveal melanoma. Phase 1
monotherapy data from Novartis was presented at the American Association for Cancer Research, or AACR, in April 2019.
Regulatory / Potentially Registration-Enabling Clinical Trial
We plan to evaluate additional clinical tolerability and efficacy data from the ongoing darovasertib and crizotinib combination therapy Phase 2 portion of the
clinical trial in MUM patients, as well as potential strategic partnering of the darovasertib program, prior to initiation of a potentially registrational clinical trial in
MUM. We are planning to obtain guidance from the FDA on a clinical trial design for enabling a potential registrational trial.
Subject to feedback and guidance from the FDA, we are considering scenarios for potential registrational clinical studies. In one scenario, a single-arm Phase 2
clinical trial could comprise further enrollment of patients into the current single-arm Phase 2 clinical trial evaluating darovasertib and crizotinib as combination
therapy in MUM. In an alternative scenario, a randomized Phase 2 clinical trial could comprise a darovasertib and crizotinib combination arm as well as
comparative arm in MUM. The comparative agent could be, for example, darovasertib monotherapy. In either approach, we believe there may
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be an opportunity to seek accelerated approval based on the Phase 2 ORR as a primary endpoint, with a post-approval randomized Phase 3 as a confirmatory study
based on a progression free survival, or PFS, and/or overall survival, or OS, as endpoints.
Other Potential Indications
We are preclinically evaluating potential expansion opportunities in oncology for darovasertib – including in cMET-driven solid tumors such as HCC and NSCLC
and KRAS-driven solid tumors. In addition, we are exploring potential expansion opportunities in GNAQ/11 rare diseases, such as Sturge Weber Syndrome, or
SWS, and Port Wine Stain, or PWS.
Impact of COVID-19 Pandemic on IDE397-001 Phase 1 Clinical Trial and IDE196-001 Phase 1/2 Clinical Trial
We continue to monitor the COVID-19 pandemic and its potential impact on the ongoing IDE397 and darovasertib, clinical programs and timing of clinical data
results. Generally, initiation of clinical trial sites, patient enrollment and ongoing monitoring of enrolled patients, including obtaining patient computed
tomography, or CT, scans, may be impacted for our clinical trials evaluating IDE397 and darovasertib; the specific impacts are currently uncertain.
For these clinical programs, patients enrolled in the ongoing clinical trials and sites affected by COVID-19 restrictions are adapting to logistical constraints on
activities, such as travel and site visits. For example, patients are continuing on therapy, which are oral drugs and are being shipped to and self-administered by
patients at home. Patients are being monitored through a combination of telemedicine visits and local visits. COVID‐19 infection rates have fluctuated over the
course of the pandemic in the countries and states in which our clinical trial sites are located.
Additionally, enrollment into these clinical trials, including the Phase 1 dose escalation arm for IDE397 as monotherapy or the Phase 2 expansion arm for
darovasertib and crizotinib combination therapy in MUM and other solid tumors having GNAQ or GNA11 hotspot mutations, may be delayed by circumstances
resulting from the COVID-19 pandemic, including for example, as a result of increases in COVID-19 infection rates in the states in which our clinical trial sites are
located, and by clinical site-specific policies and practices related to COVID-19. The specific impact on enrollment into these clinical trials is currently uncertain.
We plan to continue to use third-party service providers, including clinical research organizations, or CROs, and clinical manufacturing organizations, or CMOs, to
carry out our preclinical and clinical development and manufacture and supply of our preclinical and clinical materials to be used during the development of our
product candidates. To date, the COVID-19 pandemic has not materially affected our supply chain or development schedule, but further escalation of the health
crisis has the potential to cause delays in our supply chain and manufacturing operations, which could materially adversely impact our business.
Competition
Our industry is very competitive and subject to change based on ongoing advances in technology. Although we believe that our approach, strategy, scientific
capabilities, knowledge and experience provide us with competitive advantages, we expect to have substantial competition from major pharmaceutical companies,
specialty pharmaceutical companies and biotechnology companies worldwide. Many of our competitors have significantly greater financial, technical and human
resources. Smaller and early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and
established companies.
As a result, our competitors may discover, develop, license or commercialize products before or more successfully than we do. We face competition with respect to
product candidates in our pipeline, and will face competition with respect to future product candidates, from segments of the pharmaceutical, biotechnology and
other related markets that pursue targeted approaches to addressing activating genetic and other molecular alterations in cancer.
For IDE397, Servier Pharmaceuticals, LLC, or Servier, is clinically evaluating a small molecule MAT2A inhibitor designated as AG270 in patients having tumors
with MTAP deletion. AG270 was originally developed by Agios Pharmaceuticals, or Agios, which sold its commercial, clinical and research-stage oncology
portfolio, including AG270, to Servier in April 2021. Agios presented initial data from its Phase 1 clinical trial evaluating AG270 in patients having tumors with
MTAP deletion at the AACR/NCI/EORTC conference in October 2019. We believe that Servier has no current ongoing clinical trials to evaluate AG270 as
monotherapy; their current clinical development efforts include evaluation of AG270 in combination with taxanes in selected tumor indications.
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For our preclinical pipeline of synthetic lethality therapeutics, potential competition includes established companies as well as earlier-stage emerging biotechnology
companies. Multiple established companies have been involved with research and development in synthetic lethality, such as AstraZeneca (Lynparza), Pfizer
(Talzenna), GSK (Zejula) and Roche. Additionally, several other early-stage companies, including Mirati Therapeutics, Zai Labs, Breakpoint Therapeutics, Ryvu
Therapeutics, Foghorn Therapeutics, Silicon Therapeutics (acquired by Roivant Sciences), Anticancer Bioscience, Artios, Cyteir, FoRx Therapeutics, KSQ,
MetaboMed, NeoMed, Vividion Repare, Ribon, and Tango are performing research in synthetic lethality.
For darovasertib, we are not aware of other companies actively developing clinical-stage therapeutics directed to PKC as a target for solid tumors. MingSight is
developing a PKC beta inhibitor in chronic lymphocytic leukemia and diabetic macular edema, both in Phase 1 studies. Varian Biopharmaceuticals is advancing a
preclinical-stage atypical PCK iota inhibitor, including as a dermatologic gel formulation for potential topical treatment of Basal Cell Carcinoma, or BCC. We are
aware of other companies that are conducting research and development of potential therapies for metastatic uveal melanoma based on other targets and
approaches. For example, Immunocore is developing Tebentafusp, also known under its branded name as Kimmtrak. Kimmtrak was approved by the FDA in
January 2022 for the treatment of HLA-A*02:01-positive unresectable or metastatic uveal melanoma patients.
Intellectual Property
Intellectual property, including patents, trade secrets, trademarks and copyrights, is important to our business. We endeavor to establish, maintain and enforce
intellectual property rights that protect our business interests.
Our patent portfolio, including patents owned by or exclusively licensed to us, is built on a program-by-program basis with a goal of establishing broad protection
that generally includes, for each product candidate compound and for selected alternative back-up compounds, claims directed to composition of matter,
pharmaceutical compositions, and methods of treatment using such pharmaceutical compositions. For some programs, our portfolio may also include claims
directed to methods of treatment involving biomarker-enabled patient identification or selection, methods of treatment involving particular dosing approaches,
polymorphs, formulations and/or methods of synthesis. We are seeking and maintaining patent protection in the United States and key foreign jurisdictions.
As of February 1, 2022, we own or exclusively in-license patents and patent applications, comprising approximately 45 distinct patent families, protecting our
technology across our pipeline. Excluding applications that we are not currently prosecuting, our portfolio consists of 10 issued U.S. patents, approximately 33
pending U.S. applications, 12 pending applications under the Patent Cooperation Treaty, or PCT, 32 issued foreign patents and approximately 88 pending foreign
applications in approximately 43 foreign jurisdictions, including without limitation countries included in major markets in North America, Europe, and Asia, each
having expiration dates ranging from 2035 to 2042. Of these, we own approximately 42 distinct patent families, including approximately 30 pending U.S. patent
applications and 12 PCT applications, nominally expiring between 2038 and 2042. The nominal expiration of our patents and patent applications does not account
for any applicable patent term adjustments or extensions.
As of February 1, 2022, the portion of our portfolio for IDE196, which we have in-licensed from Novartis, consists of four issued U.S. patents, approximately 23
issued foreign patents, approximately two pending U.S. applications and approximately 24 pending applications in approximately 20 foreign jurisdictions which we
are currently prosecuting, including without limitation countries included in major markets in North America, Europe, and Asia. These in-licensed patents and
applications are directed to composition of matter, pharmaceutical compositions and methods of treatment, including treatment of uveal melanoma. These in-
licensed patents expire between 2035 and 2038, without taking into account any applicable patent term adjustments or extensions. In addition, the IDE196 portfolio
also includes one pending U.S. patent application and two PCT applications solely owned by IDEAYA directed to methods of treatment, including dosing
regimens, for patients having solid tumors, including tumors having mutations in GNAQ or GNA11. These solely owned patents expire between 2040 and 2041,
without taking into account any applicable patent term adjustments or extensions. In addition, the IDE196 portfolio includes two U.S. provisional patent
applications which are jointly owned with Pfizer directed to methods of treatment for certain combination treatments.
As of February 1, 2022, the portion of our portfolio for programs in our synthetic lethality pipeline consists of U.S. patent applications directed to composition of
matter, pharmaceutical compositions and/or methods of treatment of cancer for each of our MAT2A (MTAP), PARG (HRD), POLQ (HR), WRN (high MSI), and
DDR1 programs, which we own. This portion of our portfolio also includes pending U.S. and foreign applications directed to composition of matter,
pharmaceutical
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compositions and methods of treatment of cancer for our PARG (HRD)program, which we have exclusively in-licensed from Cancer Research UK and University
of Manchester.
Strategic Relationships
We have established a strategic partnership and collaboration with GSK for IDE397, our clinical stage synthetic lethality program targeting MAT2A, as well as for
our preclinical synthetic lethality programs targeting Pol Theta and Werner Helicase. We have an in-license agreement for our PARG program with Cancer
Research UK and University of Manchester. For darovasertib, our clinical stage PKC program, we have an in-license agreement with Novartis, and have
established a clinical trial collaboration and supply agreements in support of our clinical evaluation of darovasertib in combination with binimetinib, and
independently, in combination with crizotinib. For our PARG, DDT1 and DDT2 programs, our small molecule compounds are being discovered and/or developed
internally with our own resources, as supplemented by certain service providers such as CROs.
We have established collaborative relationships with other companies for access to their proprietary database of patient samples, and/or for their genetic screening
services on their proprietary platform. We have also established a collaborative relationship with Ventana (Roche Diagnostics) for development of molecular
diagnostics for various research programs.
We have established certain development manufacturing and service relationships with CMOs for IDE397 and darovasertib. We have an agreement with STA
Pharmaceutical Hong Kong Limited for the synthesis of the API and formulation for IDE397, and with Bioduro for the manufacturing of IDE397 drug product. We
have an agreement with STA Pharmaceutical Hong Kong Limited for the synthesis of the API and formulation for darovasertib, and for the manufacturing of
IDE196 drug product. We have established arrangements with CMOs as well for packaging, labeling and distribution of IDE397 anddarovasertib. We also have
established clinical services relationship with CROs to support our conduct of clinical trials for our IDE397 program and our darovasertib program.
In addition to these existing strategic license relationships, existing and planned development manufacturing and service arrangements, and existing and planned
clinical services arrangements, we have various existing agreements and relationships with service providers, such as CROs, which are enabling execution of
various research and development activities for each of our pipeline programs. In particular, such agreements are directed to chemistry and compound synthesis,
compound analysis and characterization, structural biology, computational biology, biological assay and model development, in vitro screening, in vivo screening,
translational biomarker diagnostic development, bioinformatics, toxicology and formulation, among other activities.
We may also evaluate future strategic opportunities to accelerate development timelines and maximize the commercial potential of our product candidates. We plan
to selectively evaluate strategic collaborations with biopharmaceutical partners whose research, development, commercial, marketing, and geographic capabilities
complement our own.
Agreements
Collaboration, Option and License Agreement with GSK for Synthetic Lethality Programs IDE397(MAT2A), Pol Theta and Werner Helicase
On June 15, 2020, we entered into the GSK Collaboration Agreement with GSK, pursuant to which we and GSK have entered into a strategic partnership and
collaboration for our synthetic lethality programs targeting MAT2A, Pol Theta and Werner Helicase. On July 27, 2020, or the Effective Date, the GSK
Collaboration Agreement became effective upon the parties’ receipt of Hart-Scott-Rodino Antitrust Improvements Act clearance, or HSR Clearance. We received
from GSK an up-front payment of $100.0 million in cash following the Effective Date.
GSK Collaboration – MAT2A Program
For the MAT2A program, we will continue to lead research and development through early clinical development. GSK has an exclusive option to obtain an
exclusive license to continue development of and commercialize MAT2A products arising out of the MAT2A program, or the Option, exercisable within a specified
time period after we deliver to GSK a data package resulting from our conduct of a MAT2A Phase 1 monotherapy clinical trial. GSK’s exercise of the Option may
be subject to HSR Clearance therefor at such time of exercise, and following exercise and HSR Clearance, GSK has agreed to pay us an option exercise payment of
$50.0 million.
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In January 2022, we and GSK entered into an Amendment No. 2 to the GSK Collaboration Agreement which amended certain elements of the Option Data
Package, including conforming to GSK’s waiver of rights relating to the MAT2A Combination Trial.
In January 2022, GSK waived its rights under the GSK Collaboration Agreement to initiate, or request that we initiate, prior to GSK’s exercise of the Option, a
Phase 1 combination clinical trial for a MAT2A product and GSK’s Type I PRMT inhibitor (GSK3368715) product, or the MAT2A Combination Trial.
Accordingly, we have no further obligation under the GSK Collaboration Agreement to supply MAT2A product for the MAT2A Combination Trial at our own cost.
We will be responsible for the costs of research and early clinical development activities that we conduct for the MAT2A program prior to GSK’s exercise of the
Option (including during any interim waiting period for HSR Clearance for such Option exercise, if applicable).
Subject to GSK’s exercise of the Option (and HSR Clearance thereof, if applicable), GSK will lead later stage global clinical development for the MAT2A
program, with IDEAYA responsible for 20% and GSK responsible for 80% of further development costs. The cost-sharing percentages will be adjusted based on
the actual ratio of U.S. to global profits for MAT2A products, as measured three and six years after global commercial launch thereof.
Subject to GSK’s exercise of the Option (and HSR Clearance thereof, if applicable), we will be eligible to receive future development and regulatory milestones of
up to $465.0 million. If GSK decides to exercise its option and upon commercialization, we will also be entitled to receive commercial milestones of up to $475.0
million, with respect to each MAT2A product. Additionally, we are entitled to receive 50% of U.S. net profits and tiered royalties on global non-U.S. net sales of
MAT2A products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit percentages, subject to certain customary
reductions. We have a right to opt-out of the 50% U.S. net profit share and corresponding development cost share for the MAT2A program, in which case we would
be eligible to receive tiered royalties on U.S. net sales of MAT2A products by GSK, its affiliates and their sublicensees at the same royalty rates as for global non-
U.S. net sales thereafter, with economic adjustments based on the stage of the MAT2A program at the time of opt-out.
GSK Collaboration - Pol Theta Program
Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize POLQ products arising out of the POLQ
program. GSK and we will collaborate on ongoing preclinical research for the POLQ program, and GSK will lead clinical development for the POLQ program.
GSK will be responsible for all research and development costs for the POLQ program, including those incurred by us.
We will be eligible to receive future development and regulatory milestones of up to $485.0 million, with respect to each POLQ product, including as applicable,
for multiple POLQ products that target certain alternative protein domains or are based on alternative modalities. Included within such development and regulatory
milestones, we have the potential to receive up to $20 million in aggregate milestone payments from GSK for certain milestones, which may occur as we, in
collaboration with GSK, advance a Pol Theta helicase inhibitor from preclinical development into early Phase 1 clinical trials.
Additionally, we are eligible to receive up to $475.0 million of commercial milestones with respect to each POLQ product. We are also entitled to receive tiered
royalties on global net sales of POLQ products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit percentages,
subject to certain customary reductions.
We believe there are potential synergies to evaluate a combination between our Pol Theta program and GSK’s approved PARP inhibitor, Zejula™, targeting the
BRCA and HRD patient population.
GSK Collaboration - Werner Helicase Program
Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize WRN products arising out of the WRN
program. We and GSK will collaborate on ongoing preclinical research for the WRN program, and GSK will lead clinical development for the WRN program, with
IDEAYA responsible for 20% and GSK responsible for 80% of such global research and development costs. The cost-sharing percentages will be adjusted based on
the actual ratio of U.S. to global profits for WRN products, as measured three and six years after global commercial launch thereof.
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We will be eligible to receive future development milestones of up to $485.0 million, with respect to each WRN product, including as applicable, for multiple
WRN products that are based on alternative modalities. Included within such development and regulatory milestones, we have the potential to receive up to $20
million in aggregate milestone payments from GSK for certain milestones, which may occur as we, in collaboration with GSK, advance a WRN product from
preclinical development into early Phase 1 clinical trials.
Additionally, we will be eligible to receive up to $475.0 million of commercial milestones with respect to each WRN product. We will be entitled to receive 50% of
U.S. net profits and tiered royalties on global non-U.S. net sales of WRN products by GSK, its affiliates and their sublicensees ranging from high single digit to
sub-teen double digit percentages, subject to certain customary reductions. We will have a right to opt-out of the 50% U.S. net profit share and corresponding
research and development cost share for the WRN program, and would be eligible to receive tiered royalties on U.S. net sales of WRN products by GSK, its
affiliates and their sublicensees at the same royalty rates as for global non-U.S. net sales thereafter, with economic adjustments based on the stage of the WRN
program at the time of opt-out.
GSK Collaboration - General
Under the terms of the GSK Collaboration Agreement, subject to certain exceptions, we and GSK will not, directly or through third parties, develop or
commercialize other products whose primary and intended mechanism of action is the modulation of WRN, POLQ, or MAT2A (unless GSK does not exercise the
Option or HSR Clearance does not occur with respect thereto, in which case such restriction shall cease to apply with respect to MAT2A) for an agreed upon period
of time. We and GSK will form a joint steering committee, joint development committees, and joint commercialization committees responsible for coordinating all
activities under the GSK Collaboration Agreement.
GSK’s royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by
certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.
Each party has the right to sublicense its rights under the GSK Collaboration Agreement subject to certain conditions.
The GSK Collaboration Agreement will continue in effect on a product-by-product and country-by-country basis until the expiration of the obligation to make
payments under the GSK Collaboration Agreement with respect to such product in each country, unless earlier terminated by either party pursuant to its terms.
Either we or GSK may terminate the GSK Collaboration Agreement for the other party’s insolvency or certain uncured breaches. We may terminate the GSK
Collaboration Agreement if GSK or any of its sublicensees or affiliates challenge certain patents of the Company. GSK may terminate the GSK Collaboration
Agreement in its entirety or on a target-by-target basis upon 90-day notice to us.
The GSK Collaboration Agreement contains various representations, warranties, covenants, dispute resolution mechanisms, indemnities and other provisions
generally customary for transactions of this nature.
Exclusive License Agreement with Novartis for Darovasertib (PKC)
On September 19, 2018, we entered into a license agreement with Novartis to develop products based on Novartis’ small molecule PKC inhibitors, including
Novartis’ LXS196 oncology product candidate, which we have renamed as IDE196, and which has a non-proprietary name of darovasertib.
Under the license agreement, Novartis granted to us a worldwide, exclusive, sublicensable license to research, develop, manufacture, and commercialize certain
defined compounds and products, including IDE196 and certain other PKC inhibitors as well as companion diagnostic products, collectively referred to as the
licensed products, for any purpose. The license grant is subject to Novartis’ retained rights to complete its ongoing Phase 1 clinical trial of IDE196. Novartis also
agreed to transfer to us certain materials and know-how relating to the licensed products or arising from the ongoing Phase 1 clinical trial of darovasertib.
We are solely responsible for the manufacturing and commercialization of the licensed products, subject to Novartis’ rights under the ongoing clinical trial of
darovasertib. We have certain obligations to supply darovasertib and licensed products for compassionate use, named patient and similar programs in connection
with the ongoing clinical trial. We are obligated to use commercially reasonable efforts to develop one licensed product and to commercialize and obtain regulatory
approval for at least one licensed product in the United States and in specified European countries.
All inventions, know-how, data and results resulting from our activities under the license agreement, including activities relating to our own clinical trials, will be
exclusively owned by us. All inventions, know-how, data and results resulting from
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Novartis’ activities connected with Novartis’ ongoing Phase 1 clinical trial for IDE196 will be exclusively owned by Novartis, and subject to the license to us.
Ownership of all other inventions and know-how will be determined according to U.S. patent law, with Novartis’ interest subject to the license to us.
We control the prosecution and maintenance of the patents exclusively licensed to us, with Novartis retaining step-in rights if we do not continue such prosecution
and maintenance. If we fail to maintain or prosecute any exclusively licensed patent and Novartis exercises this step-in right, our license to the relevant patents will
terminate in the relevant country. We have the first right to enforce any exclusively licensed patents, while Novartis retains the right to representation. If we do not
bring an action to enforce any exclusively licensed patent, Novartis has the right to bring such action, and we will have the right to representation.
We paid Novartis an upfront payment of $2.5 million and issued 263,615 shares of our Series B redeemable convertible preferred stock concurrently with the
execution of the license agreement. Subject to completion of certain clinical and regulatory development milestones, we agreed to make milestone payments in the
aggregate of up to $9.0 million, and subject to achievement of certain commercial sales milestones, we agreed to make milestone payments in the aggregate of up
to $20.0 million. We also agreed to pay mid to high single-digit tiered royalty payments based on annual worldwide net sales of licensed products, payable on a
licensed product-by-licensed product and country by country basis until the latest of the expiration of the last to expire exclusively licensed patent, the expiration of
regulatory exclusivity, and the ten year anniversary of the first commercial sale of such product in such country. The royalty payments are subject to reductions for
lack of patent coverage, loss of market exclusivity, and payment obligations for third-party licenses.
The license agreement continues in force on a licensed product-by-licensed product and country by country basis until the latest of the expiration of the last to
expire exclusively licensed patent, the expiration of regulatory exclusivity, and the ten year anniversary of the first commercial sale of such product in such country.
We may terminate the license agreement in its entirety or on a licensed product-by-licensed product basis without cause on 60 days’ prior written notice. Either
party may terminate the license agreement for the other party’s material breach that remains uncured for 90 days. In addition, Novartis has the right to terminate the
license agreement immediately upon our insolvency.
Upon termination by Novartis for material breach or for our insolvency, or upon termination by us without cause, at Novartis’ written request and in return for
consideration that will be negotiated at such time, we will grant to Novartis a perpetual, irrevocable, worldwide, sublicensable, nonexclusive or exclusive license,
under all patent rights and know-how controlled by us that are related to and actually used as of the date of termination in the development, manufacture, and
commercialization of licensed products, for Novartis to develop, manufacture, and commercialize the licensed products.
Clinical Trial Collaboration and Supply Agreements with Pfizer for Darovasertib (PKC)
In March 2020, we entered into the Pfizer Agreement, pursuant to which the parties will work on combination studies, as portions of the Company’s Phase 1/2
clinical trial in MUM and other solid tumors harboring activating GNAQ or GNA11 hotspot mutations. The combination study specifically pertains to the clinical
evaluation of our darovasertib clinical candidate in combination with Pfizer’s MEK inhibitor, binimetinib. In September 2020, we expanded the scope of our Pfizer
Agreement to also evaluate darovasertib and Pfizer’s cMET inhibitor, crizotinib, as an additional, independent combination therapy. Under the agreement, we are
sponsor of the combination studies, and will provide darovasertib and pay for the costs of the combination studies. Pfizer will provide binimetinib and crizotinib
for the combination studies at no cost to us. We and Pfizer will jointly own clinical data from the combination studies and will also jointly own inventions, if any,
relating to the combined use of darovasertib and binimetinib, or independently, to the combined use of darovasertib and crizotinib. We and Pfizer have formed a
joint development committee responsible for coordinating all regulatory and other activities under the agreement.
Pfizer may terminate the agreement if Pfizer believes binimetinib or crizotinib is being used in an unsafe manner. Either party may terminate the agreement for
patient safety reasons, if any regulatory action prevents the supply of its drug or if a party ceases development of its drug. Either party may terminate the
agreement for the other party’s material breach that remains uncured for thirty days. If the agreement is terminated, we must return any unused binimetinib or
unused crizotinib, as applicable, to Pfizer. If Pfizer terminates the agreement because of our material breach, we will be required to reimburse Pfizer certain
manufacturing costs for the binimetinib or crizotinib supplied under the agreement.
We have further expanded the scope of our relationship with Pfizer, entering into additional agreements to facilitate evaluation of darovasertib in combination with
crizotinib in MUM and in other cMET-driven tumor indications.
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On March 11, 2022 and effective March 9, 2022, we and Pfizer entered into a second Clinical Trial Collaboration and Supply Agreement, or the Second Pfizer
Agreement, pursuant to which we may, subject to FDA feedback and guidance, evaluate darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination
therapy in MUM in a planned Phase 2 potential registration-enabling clinical trial. Pursuant to the Second Pfizer Agreement, we are the sponsor of the planned
combination trial and we will provide darovasertib and pay for the costs of the combination trial; Pfizer will provide crizotinib for the planned combination trial at
no cost to us. We and Pfizer will jointly own clinical data from the planned combination trial and all inventions relating to the combined use of IDE196 and
crizotnib. We and Pfizer will form a joint development committee responsible for coordinating all regulatory and other activities under the Second Pfizer
Agreement.
Separately, on March 11, 2022 and effective March 9, 2022, we and Pfizer also entered into a third Clinical Trial Collaboration and Supply Agreement, or the Third
Pfizer Agreement, pursuant to which we may, subject to preclinical validation and FDA feedback and guidance, evaluate darovasertib and Pfizer’s cMET inhibitor,
crizotinib, as a combination therapy in cMET-driven tumors such as NSCLC and/or HCC in a Phase 1 clinical trial. Pursuant to the Third Pfizer Agreement, we are
the sponsor of the planned combination trial and we will provide darovasertib and pay for the costs of the combination trial; Pfizer will provide crizotinib for the
planned combination trial at no cost to us. We and Pfizer will jointly own clinical data from the planned combination trial and all inventions relating to the
combined use of darovasertib and crizotnib. We and Pfizer will form a joint development committee responsible for coordinating all regulatory and other activities
under the Third Pfizer Agreement.
Exclusive Option and License Agreement with Cancer Research UK
On April 28, 2017, we entered into an Evaluation, Option and License agreement, or CRUK/Manchester Agreement, with Cancer Research UK and University of
Manchester, which was amended on April 24, 2019 and on March 3, 2020, for the development and commercialization of licensed products comprising
pharmaceutical preparations of PARG inhibitors for all therapeutic uses
Under this agreement, Cancer Research UK and University of Manchester have granted to us, and we have in turn granted to Cancer Research UK and University
of Manchester, non-exclusive, sublicensable, royalty-free licenses to carry out non-clinical research during the research term, currently ending in March 2021. The
non-clinical research is to be governed by a joint research committee comprised of representatives from each party. During the research term, no party is to
undertake a drug discovery program in PARG inhibitors other than under this agreement.
Cancer Research UK also granted us the exclusive option to obtain an exclusive, sublicensable, worldwide, royalty-bearing license, under certain Cancer Research
UK background intellectual property and Cancer Research UK’s interest in any intellectual property jointly developed under the agreement, to research, develop,
manufacture, and commercialize licensed products, as well as a non-exclusive, sublicensable, royalty-free, freedom-to-operate license under related intellectual
property. Cancer Research UK and University of Manchester retain certain rights under the licensed intellectual property for academic, non-commercial research
and teaching.
In the March 2020 second amendment to the CRUK/Manchester Agreement, the parties reduced the license fee due at exercise of our option, extended the research
period to March 2021, and also extended the option period, during which IDEAYA has rights to exercise an option to certain license rights. The expanded
collaborative research included evaluation of an IDEAYA proprietary small molecule PARG inhibitor in multiple in vitro and in vivo ovarian cancer xenograft
models. This research is also evaluating replication stress signature as a potential patient selection biomarker. The extended option period was for up to four
additional years from March 2020, including an initial one year period to March 2021 and an additional eighteen month extension to September 2022, which has
now been elected pursuant to our certification of ongoing program research activities.
In January 2022, we exercised our option under the CRUK/Manchester Agreement, pursuant to which we hold exclusive worldwide license rights covering a broad
class of PARG inhibitors.
Following our option exercise, we gained sole control and responsibility for the research, development, manufacture, and commercialization of the licensed PARG
inhibitors. Cancer Research UK has also agreed to transfer its know how relating to the research, development or manufacturing of the licensed PARG inhibitors to
us.
We are obligated to use reasonable efforts to research a PARG inhibitor during the research term, and to develop a PARG inhibitor for the treatment of a cancer
indication if we exercise the option.
Each party is the sole owner of any intellectual property it develops solely under the agreement, and the parties will be joint owners of any jointly developed
intellectual property. Each party grants the other a non-exclusive, fully-paid, royalty free, irrevocable, sublicensable, perpetual license to its rights in such jointly
created intellectual property to make, use and sell
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inventions claimed in the joint patents, except for those joint patents exclusively licensed to us under the agreement following our exercise of the option.
We are obligated to use reasonable efforts to research a PARG inhibitor during the research term, and to develop a PARG inhibitor for the treatment of a cancer
indication if we exercise the option.
Each party is the sole owner of any intellectual property it develops solely under the agreement, and the parties will be joint owners of any jointly developed
intellectual property. Each party grants the other a non-exclusive, fully-paid, royalty free, irrevocable, sublicensable, perpetual license to its rights in such jointly
created intellectual property to make, use and sell inventions claimed in the joint patents, except for those joint patents exclusively licensed to us under the
agreement following the exercise our option.
Before our exercise of the option, Cancer Research UK was responsible for the prosecution and maintenance of Cancer Research UK background patents
specifically relating to PARG, while we were responsible for the prosecution and maintenance of patents covering inventions developed under the agreement as
project intellectual property. Cancer Research UK and University of Manchester had the first right to enforce the patents covering inventions developed under the
agreement as project intellectual property and we had the right to participate in such actions.
Following our exercise of the option, we have assumed Cancer Research UK’s prosecution and maintenance responsibilities for the Cancer Research UK
background patents specifically relating to PARG and we obtained the first right to enforce such patents as well as the patents covering inventions developed under
the agreement as project intellectual property, and Cancer Research UK will have the right to participate.
We pay all expenses associated with prosecution and maintenance and each party bears its own costs for enforcement. If we abandon the patents covering
inventions developed under the agreement as project intellectual property, Cancer Research UK will thereafter be responsible for prosecuting and maintaining such
patents. If we abandon such patents, Cancer Research UK and University of Manchester will be responsible for paying the expenses associated with the prosecution
and maintenance of such patents.
In addition to an upfront fee of £100,000 and a one-time option exercise fee of £250,000, each of which have been paid, we have certain potential milestone-
dependent financial obligations, including: (a) subject to completion of certain clinical and regulatory milestones, payments of up to £19.5 million per broad
disease classification block – for example, in oncologic diseases, up to £13.0 million aggregate for a first achievement of such clinical and regulatory milestones
and up to £6.5 million aggregate for a second achievement of such clinical and regulatory milestones; (b) subject to certain sales milestones, payments of up to
£9 million per broad disease classification block – for example, in oncologic diseases, up to
£6.0 million aggregate for a first achievement of such sales milestones and up to £3.0 million aggregate for a second achievement of such sales milestones; and (c)
low single-digit tiered royalty payments based on aggregate worldwide net sales of all products, payable on a product-by-product and country-by-country basis
until the later of the last-to-expire patent covering such product in such country and the ten year anniversary of the first commercial sale of such licensed product in
such country. The royalty payments are subject to reductions for payment obligations in the event third-party licenses are required to develop or commercialize the
product or if the product is not covered by certain patents.
Following our exercise of the option, if we sublicense certain intellectual property developed under the agreement or Cancer Research UK background patents
specifically relating to PARG, we will also have an obligation to pay to Cancer Research UK low double digit percentage of sublicense revenue we receive, if any.
If the agreement is terminated due to our material breach, then we are eligible to receive a percentage of sublicensing revenue that Cancer Research UK receives
for licensing intellectual property.
If the agreement is terminated by Cancer Research UK and University of Manchester pursuant to any of their termination rights, then Cancer Research UK and
University of Manchester will have exclusive, worldwide rights to project intellectual property. If we terminate the agreement for material breach, then the licenses
we receive upon exercise of the option survive, and our payment obligations will be reduced. Following our exercise of the option, the licenses we receive upon
exercise of the option survive expiration of the agreement.
Sales and Marketing
We intend to become a fully-integrated biopharmaceutical company. This will enable us to realize our goal of delivering transformative drugs to patients. We
currently hold worldwide commercialization rights to each of our product candidates, and intend to retain significant rights in key markets. In light of our stage of
development, we have not yet established sales and marketing capabilities.
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We plan to build our own sales force to commercialize approved products, if any, in the United States and potentially in Europe and other selected foreign
countries, and we expect to initiate commercial readiness activities in anticipation of receiving marketing approvals. We believe a moderately sized specialty sales
force would enable us to reach oncologists who specialize in treating the patient populations for our product candidates. We may enter into distribution and other
marketing arrangements with third parties for any of our product candidates that obtain marketing approval.
We also plan to build a marketing and sales management organization to create and implement marketing strategies for any products that we market through our
own sales organization and to oversee and support our sales force.
Manufacturing
We currently rely, and expect to continue to rely, on third parties for the manufacture of our product candidates and our biomarker diagnostics for preclinical and
clinical testing, as well as for future commercial manufacture of any drugs and diagnostics that we may commercialize. We do not own or operate, and currently
have no plans to establish, any manufacturing facilities.
In general, we plan to establish agreements with contract manufacturing organizations, or CMOs, for synthesis of the active pharmaceutical ingredient, or API,
manufacturing of drug product comprising such API, as well as packaging, labeling and distribution.
We have also established supply arrangements with one or more CMOs for IDE397 in support of our current clinical development needs.
We have also established our own supply arrangements with one or more CMOs for IDE196 in support of our current clinical development needs.
Our lead product candidates IDE397 and IDE196 are each small molecules that can be manufactured in reliable and reproducible synthetic processes from readily
available starting materials. We believe the synthetic chemistry is amenable to scale-up using standard manufacturing equipment and processes. We expect that the
compounds being discovered and developed for our other pipeline programs, including PARG, Pol Theta, and WRN, and other future programs, will also be small
molecule product candidates that can be produced at contract manufacturing facilities.
In many cases, we anticipate that the biomarker diagnostic may be commercially available on an existing third-party diagnostic panel or assay. In cases where such
biomarker diagnostic is not already commercially available, we generally expect to establish agreements with strategic partners for clinical supply of companion
diagnostics for biomarkers associated with the targeted therapeutics we are developing.
Government Regulation
Government authorities in the United States, at the federal, state and local level, and other countries extensively regulate, among other things, the research,
development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and
export and import of products such as those we are developing. A new drug must be approved by the FDA through the new drug application, or NDA, process
before it may be legally marketed in the United States.
U.S. Drug Development Process
In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and its implementing regulations. The process of
obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of
substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval
process or after approval may subject an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending
applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution,
injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a
material adverse effect on us.
The process required by the FDA before a drug may be marketed in the United States generally involves the following:
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completion of preclinical laboratory tests, animal studies and formulation studies in accordance with good laboratory practice, or GLP, regulations
and other applicable regulations;
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•
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submission to the FDA of an IND, which must become effective before clinical trials in humans may begin;
approval by an independent institutional review board, or IRB, at each clinical site before each clinical trial may be initiated;
performance of adequate and well-controlled human clinical trials in accordance with good clinical practice, or GCP, regulations to establish the
safety and efficacy of the proposed drug for its intended use;
submission to the FDA of an NDA;
satisfactory completion of an FDA advisory committee review, if applicable;
satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with
current good manufacturing process, or cGMP, requirements to assure that the facilities, methods and controls are adequate to preserve the drug’s
identity, strength, quality and purity; and
FDA review and approval of the NDA.
Once a pharmaceutical product candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of
product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing
information and analytical data, to the FDA as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first
phase of the clinical trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy
evaluation. Some preclinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA,
unless the FDA, within the 30-day time period, places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any
outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety
concerns about on-going or proposed clinical trials or non-compliance with specific FDA requirements, and the clinical trials may not begin or continue until the
FDA notifies the sponsor that the hold has been lifted.
All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations, which include the
requirement that all research subjects provide their informed consent in writing for their participation in any clinical trial. They must be conducted under protocols
detailing the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each
protocol must be submitted to the FDA as part of the IND, and timely safety reports must be submitted to the FDA and the investigators for serious and unexpected
adverse events. An IRB at each institution participating in the clinical trial must review and approve each protocol before a clinical trial commences at that
institution and must also approve the information regarding the clinical trial and the consent form that must be provided to each clinical trial subject or his or her
legal representative, monitor the clinical trial until completed and otherwise comply with IRB regulations.
Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:
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•
•
Phase 1: The product candidate is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism,
distribution and excretion and, if possible, to gain an early indication of its effectiveness. In the case of some products for severe or life-threatening
diseases, such as cancer, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human
testing is often conducted in patients. Sponsors sometimes designate their Phase 1 clinical trials as Phase 1a or Phase 1b. Phase 1b clinical trials are
typically aimed at confirming dosing, pharmacokinetics and safety in a larger number of patients. Some Phase 1b studies evaluate biomarkers or
surrogate markers that may be associated with efficacy in patients with specific types of diseases.
Phase 2: This phase involves clinical trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily
evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and appropriate dosage.
Phase 3: Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population, generally at
geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk-benefit ratio of the product candidate and
provide, if appropriate, an adequate basis for product labeling.
Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These clinical trials are used to gain
additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4
clinical trials as a condition of approval of an NDA.
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The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to
an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in
accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients. In addition, some clinical trials are overseen
by an independent group of qualified experts organized by the sponsor, known as a data safety monitoring board or committee. Depending on its charter, this group
may determine whether a clinical trial may move forward at designated check points based on access to certain data from the clinical trial.
During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. These points may be prior to submission of an
IND, at the end of Phase 2, and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor
to share information about the data gathered to date, for the FDA to provide advice, and for the sponsor and the FDA to reach agreement on the next phase of
development. Sponsors typically use the meetings at the end of the Phase 2 clinical trial to discuss Phase 2 clinical results and present plans for the pivotal Phase 3
clinical trials that they believe will support approval of the new drug.
Concurrent with clinical trials, companies may conduct additional in vivo studies and also develop additional information about the chemistry and physical
characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The
manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop
methods for testing the identity, strength, quality and purity of the final drug. In addition, appropriate packaging must be selected and tested, and stability studies
must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.
While the IND is active and before approval, progress reports summarizing the results of the clinical trials and nonclinical studies performed since the last progress
report must be submitted at least annually to the FDA, and written IND safety reports must be submitted to the FDA and investigators for serious and unexpected
suspected adverse events, findings from other studies suggesting a significant risk to humans exposed to the same or similar drugs, findings from animal or in vitro
testing suggesting a significant risk to humans, and any clinically important increased incidence of a serious suspected adverse reaction compared to that listed in
the protocol or investigator brochure.
There are also requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries. Sponsors of certain clinical
trials of FDA-regulated products are required to register and disclose specified clinical trial information, which is publicly available at www.clinicaltrials.gov.
Information related to the product, patient population, phase of investigation, clinical 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 until the new product or new indication being studied has been approved.
U.S. Review and Approval Process
The results of product development, preclinical and other non-clinical studies and clinical trials, along with descriptions of the manufacturing process, analytical
tests conducted on the chemistry of the drug, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to
market the product. The submission of an NDA is subject to the payment of substantial user fees; a waiver of such fees may be obtained under certain limited
circumstances. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its
manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity. The FDA conducts a preliminary review of all NDAs
within the first 60 days after submission, before accepting them for filing, to determine whether they are sufficiently complete to permit substantive review. The
FDA may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The
resubmitted application also is subject to review before the FDA accepts it for filing. Under the Prescription Drug User Fee Act, or PDUFA, the FDA has agreed to
certain performance goals in the review of NDAs through a two-tiered classification system, standard review and priority review. According to the current PDUFA
performance goals for new molecular entity NDAs, the FDA endeavors to review and act on applications within ten months of the 60-day filing date under standard
review, and within six months of the 60-day filing date under priority review.
The FDA may refer an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and
other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The
FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. Before approving
an
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NDA, the FDA will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the
manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required
specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial sites to assure compliance with GCP requirements.
After the FDA evaluates an NDA, it will issue an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the drug
with prescribing information for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete and the application
will not be approved in its present form. A Complete Response Letter usually describes the specific deficiencies in the NDA identified by the FDA and may require
additional clinical data, such as an additional pivotal Phase 3 clinical trial or other significant and time-consuming requirements related to clinical trials, nonclinical
studies or manufacturing. If a Complete Response Letter is issued, the sponsor must resubmit the NDA, addressing all of the deficiencies identified in the letter, or
withdraw the application. Even if such data and information are submitted, the FDA may decide that the NDA does not satisfy the criteria for approval.
If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be
limited, which could restrict the commercial value of the product. In addition, the FDA may require a sponsor to conduct Phase 4 testing, which involves clinical
trials designed to further assess a drug’s safety and effectiveness after NDA approval, and may require testing and surveillance programs to monitor the safety of
approved products which have been commercialized. The FDA may also place other conditions on approval including the requirement for a risk evaluation and
mitigation strategy, or REMS, to assure the safe use of the drug. If the FDA concludes a REMS is needed, the sponsor of the NDA must submit a proposed REMS.
The FDA will not approve the NDA without an approved REMS, if required. A REMS could include medication guides, physician communication plans or
elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or
marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Marketing approval may be withdrawn for non-compliance
with regulatory requirements or if problems occur following initial marketing.
Pediatric Use
Even when not pursuing a pediatric indication, under the Pediatric Research Equity Act, or PREA, an NDA or supplement thereto must contain data that is
adequate to assess the safety and effectiveness of the drug product for the claimed indications in all relevant pediatric subpopulations, and to support dosing and
administration for each pediatric subpopulation for which the product is safe and effective. With the enactment of the Food and Drug Administration Safety and
Innovation Act in 2012, sponsors must also submit pediatric trial plans prior to the assessment data. Those plans must contain an outline of the proposed pediatric
trials the sponsor plans to conduct, including trial objectives and design, any deferral or waiver requests, and other information required by regulation. The FDA
must then review the information submitted, consult with the sponsor, and agree upon a final plan. The FDA or the sponsor may request an amendment to the plan
at any time. The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approval of
the product for use in adults, or full or partial waivers from the pediatric data requirements.
Separately, in the event the FDA issues a Written Request for pediatric data relating to a drug product, an NDA sponsor who submits such data may be entitled to
pediatric exclusivity. Pediatric exclusivity is another type of non-patent marketing exclusivity which, if granted, provides for the attachment of an additional six
months of marketing protection to the term of any existing exclusivity.
U.S. Orphan Drug Designation
Under the Orphan Drug Act, the FDA may grant orphan designation to a drug intended to treat a rare disease or condition, which is a disease or condition that
affects fewer than 200,000 individuals in the United States or, if it affects more than 200,000 individuals in the United States, there is no reasonable expectation
that the cost of developing and making the drug product available in the United States for the disease or condition will be recovered from sales of the product in the
United States. Orphan designation must be requested before submitting an NDA. After the FDA grants orphan designation, the identity of the therapeutic agent and
its potential orphan use are disclosed publicly by the FDA. Orphan designation does not convey any advantage in or shorten the duration of the regulatory review
and approval process.
If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is
entitled to orphan exclusivity, which means that the FDA may not approve any other
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applications to market the same drug for the same indication for seven years, except in limited circumstances, such as a subsequent product showing of clinical
superiority to the product with orphan exclusivity. The designation of such drug also entitles a party to financial incentives such as opportunities for grant funding,
tax credits for certain clinical trial costs and user-fee waivers. However, competitors, may receive approval of different products for the indication for which the
orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity. Orphan
exclusivity also could block the approval of one of our product candidates for seven years if a competitor obtains approval of the same drug for the same rare
disease or condition before we do. In addition, if an orphan designated product receives marketing approval for an indication broader than what is designated, it
may not be entitled to orphan exclusivity. Exclusive marketing rights in the United States may also be lost if the FDA later determines that the request for
designation was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare disease
or condition.
U.S. Expedited Development and Review Programs
New drug products are eligible for fast track designation if they are intended to treat a serious or life-threatening disease or condition and demonstrate the potential
to address unmet medical needs for the disease or condition. Fast track designation applies to the combination of the product and the specific indication for which it
is being studied. The sponsor of a fast track product has opportunities for frequent interactions with the review team during product development and, once an
NDA is submitted, the product may be eligible for priority review. A fast track product may also be eligible for rolling review, where the FDA may consider for
review sections of the NDA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of
the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon
submission of the first section of the NDA.
A product intended to treat a serious or life-threatening disease or condition may also be eligible for breakthrough therapy designation to expedite its development
and review. A product can receive breakthrough therapy designation if preliminary clinical evidence indicates that the product may demonstrate substantial
improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development.
The designation includes all of the fast track program features, as well as more intensive FDA interaction and guidance beginning as early as Phase 1 and an
organizational commitment to expedite the development and review of the product, including involvement of senior managers.
After an NDA is submitted for a product, including a product with a fast track designation and/or breakthrough therapy designation, the NDA may be eligible for
priority review. A product is eligible for priority review if it has the potential to provide a significant improvement in the treatment or prevention of a serious
disease or condition compared to marketed products. If the drug contains a new molecular entity, priority review designation means the FDA’s goal is to take an
action on the marketing application within six months of the 60-day filing date, compared with ten months under standard review.
Additionally, products studied for their safety and effectiveness in treating serious or life-threatening diseases or conditions may receive accelerated approval upon
a determination that the product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be
measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit,
taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. As a condition of accelerated approval,
the FDA will generally require the sponsor to perform adequate and well-controlled post-marketing clinical studies to verify and describe the anticipated effect on
irreversible morbidity or mortality or other clinical benefit. In addition, the FDA currently requires as a condition for accelerated approval pre-approval of
promotional materials, which could adversely impact the timing of the commercial launch of the product.
Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide
that the time period for FDA review or approval will not be shortened. We expect to pursue breakthrough therapy designation for darovasertib and may explore
some of these opportunities for our other product candidates as appropriate.
U.S. Post-approval Requirements
Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory standards is not maintained or if problems occur after the product
reaches the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the
product from the market. After approval, some types of changes to the approved product, such as adding new indications, certain manufacturing changes and
additional
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labeling claims, are subject to further FDA review and approval. Drug manufacturers and other entities involved in the manufacture and distribution of approved
drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and
certain state agencies for compliance with cGMP regulations and other laws and regulations. In addition, the FDA may impose a number of post-approval
requirements as a condition of approval of an NDA. For example, the FDA may require post-marketing testing, including Phase 4 clinical trials, and surveillance to
further assess and monitor the product’s safety and effectiveness after commercialization.
Any drug products manufactured or distributed by us or our partners pursuant to FDA approvals will be subject to continuing regulation by the FDA, including,
among other things, record-keeping requirements, reporting of adverse experiences with the drug, providing the FDA with updated safety and efficacy information,
drug sampling and distribution requirements, complying with certain electronic records and signature requirements, and complying with FDA promotion and
advertising requirements. The FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market and
imposes requirements and restrictions on drug manufacturers, such as those related to direct-to-consumer advertising, the prohibition on promoting products for
uses or in patient populations that are not described in the product’s approved labeling (known as “off-label use”), industry-sponsored scientific and educational
activities, and promotional activities involving the internet. Discovery of previously unknown problems or the failure to comply with the applicable regulatory
requirements may result in restrictions on the marketing of a product or withdrawal of the product from the market as well as possible civil or criminal sanctions.
Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an
applicant or manufacturer to administrative or judicial civil or criminal sanctions and adverse publicity. FDA sanctions could include refusal to approve pending
applications, withdrawal of an approval, clinical holds on post-approval clinical trials, warning or untitled letters, product recalls, product seizures, total or partial
suspension of production or distribution, injunctions, fines, refusals of government contracts, mandated corrective advertising or communications with doctors,
debarment, restitution, disgorgement of profits, or civil or criminal penalties.
U.S. Marketing Exclusivity
Market exclusivity provisions under the FDCA can delay the submission or the approval of certain marketing applications. The FDCA provides a five-year period
of non-patent marketing exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new
chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the
action of the drug substance. During the exclusivity period, the FDA may not approve or even accept for review an abbreviated new drug application, or ANDA, or
an NDA submitted under Section 505(b)(2) of the FDCA, or 505(b)(2) NDA, submitted by another company for another drug that contains the same active moiety.
However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement to one of the patents listed with the
FDA by the innovator NDA holder.
The FDCA alternatively provides three years of marketing exclusivity for a change to a previously approved drug, such as a new indication or condition of use,
submitted in an NDA, or supplement to an existing NDA if one or more new clinical investigations, other than bioavailability or bioequivalence studies, that were
conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application. This three-year exclusivity covers only the
modification for which the drug received approval on the basis of the new clinical investigations and does not prohibit the FDA from approving ANDAs or 505(b)
(2) NDAs for drugs containing the active agent for the original indication or condition of use.
Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to
conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and
effectiveness.
Other types of non-patent exclusivity include seven-year orphan drug exclusivity and six-month pediatric exclusivity (each discussed above).
FDA Regulation of Companion Diagnostics
We are collaborating or expect to collaborate with strategic partners or CROs to manufacture and supply in vitro diagnostics to identify patients with biomarkers
associated with the targeted therapeutics we are developing. These diagnostics, often referred to as companion diagnostics, are regulated as medical devices. In the
United States, the FDCA and its implementing
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regulations, and other federal and state statutes and regulations govern, among other things, medical device design and development, preclinical and clinical testing,
premarket clearance or approval, registration and listing, manufacturing, labeling, storage, advertising and promotion, sales and distribution, export and import, and
post-market surveillance.
Under the FDCA, medical devices are classified into one of three classes – Class I, Class II or Class III – depending on the degree of risk associated with each
medical device and the extent of control needed to provide reasonable assurances with respect to safety and effectiveness. Class I devices are those for which safety
and effectiveness can be reasonably assured by adherence to a set of regulations, referred to as General Controls, which require compliance with the applicable
portions of the FDA’s Quality System Regulation, or QSR, facility registration and product listing, reporting of adverse events and malfunctions, and appropriate,
truthful and non-misleading labeling and promotional materials. Class II devices are those that are subject to the General Controls, as well as Special Controls,
which can include performance standards, guidelines and postmarket surveillance. Most Class II devices are subject to premarket review and clearance by the FDA.
Premarket review and clearance by the FDA is accomplished through the 510(k) premarket notification process. Under the 510(k) process, the manufacturer must
submit to the FDA a premarket notification, demonstrating that the device is “substantially equivalent” to a predicate device. To be “substantially equivalent,” the
proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have
different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Class III devices include devices deemed
by the FDA to pose the greatest risk such as life-supporting or life-sustaining devices, or implantable devices, in addition to new devices deemed not substantially
equivalent following the 510(k) process. The safety and effectiveness of Class III devices cannot be reasonably assured solely by the General Controls and Special
Controls. Therefore, these devices are generally subject to the premarket approval, or PMA, application process, which is generally more costly and time-
consuming than the 510(k) process.
Alternatively, a device might be the subject of a de novo classification request, which seeks marketing authorization and reclassification as a lower-risk Class I or
Class II device for a new device that otherwise would automatically be regulated as a Class III device requiring a PMA approval. Specifically, medical device types
that the FDA has not previously classified as Class I, II or III are automatically classified into Class III regardless of the level of risk they pose. The Food and Drug
Administration Modernization Act of 1997 established a new route to market for low to moderate risk medical devices that are automatically placed into Class III
due to the absence of a predicate device, called the “Request for Evaluation of Automatic Class III Designation,” or the de novo classification procedure. This
procedure allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its medical device into Class I or
Class II on the basis that the device presents low or moderate risk, rather than requiring the submission and approval of a PMA application.
If the use of a companion diagnostic is essential to the safe and effective use of a drug or biologic product, then the FDA generally will require approval or
clearance of the diagnostic contemporaneously with the approval of the therapeutic product. On August 6, 2014, the FDA issued a final guidance document
addressing the development and approval process for in vitro companion diagnostic devices. According to the guidance, for novel product candidates such as ours,
a companion diagnostic device and its corresponding drug or biologic candidate should be approved or cleared contemporaneously by the FDA for the use
indicated in the therapeutic product labeling. The guidance also explains that a companion diagnostic device used to make treatment decisions in clinical trials of a
drug generally will be considered an investigational device, unless it is employed for an intended use for which the device is already approved or cleared. If used to
make critical treatment decisions, such as patient selection, the diagnostic device generally will be considered a significant risk device under the FDA’s
Investigational Device Exemption, or IDE, regulations. Thus, the sponsor of the diagnostic device will be required to comply with the IDE regulations. According
to the guidance, if a diagnostic device and a drug are to be studied together to support their respective approvals, both products can be studied in the same
investigational study, if the study meets both the requirements of the IDE regulations and the IND regulations. The guidance provides that depending on the details
of the study plan and subjects, a sponsor may seek to submit an IND alone, or both an IND and an IDE. In July 2016, the FDA issued a draft guidance document
intended to further assist sponsors of therapeutic products and sponsors of in vitro companion diagnostic devices on issues related to co-development of these
products.
The FDA generally requires companion diagnostics intended to select the patients who will respond to cancer treatment to obtain approval of a PMA for that
diagnostic contemporaneously with approval of the therapeutic, though 510(k) clearance or grant of a de novo classification request are also possible. The review of
these in vitro companion diagnostics in conjunction with the review of a cancer therapeutic involves coordination of review by the FDA’s Center for Biologics
Evaluation and Research or Center for Drug Evaluation and Research and by the FDA’s Center for Devices and Radiological Health. 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. 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
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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 QSR, which imposes elaborate testing, control, documentation and other quality assurance requirements.
If the FDA evaluations of both the PMA application and the manufacturing facilities are favorable, the FDA will either issue an approval letter or an approvable
letter, which usually contains a number of conditions that must be met in order to secure the final approval of the PMA, 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.
If the FDA’s evaluation of the PMA or manufacturing facilities is not favorable, the FDA will deny approval of the PMA or issue a not approvable letter. A not
approvable letter will outline the deficiencies in the application and, where practical, will identify what is necessary to make the PMA approvable. The FDA may
also determine that additional clinical trials are necessary, in which case the PMA approval may be delayed for several months or years while the clinical trials are
conducted and then the data submitted in an amendment to the PMA. Once granted, PMA approval may be withdrawn by the FDA if compliance with post
approval requirements, conditions of approval or other regulatory standards is not maintained or problems are identified following initial marketing. PMA approval
is not guaranteed, and the FDA may ultimately respond to a PMA submission with a not approvable determination based on deficiencies in the application and
require additional clinical trials or other data that may be expensive and time-consuming to generate and that can substantially delay approval.
If a companion diagnostic is the subject of a de novo classification request in lieu of a PMA, the FDA is required to classify the device within 120 days following
receipt of the de novo submission. If the manufacturer seeks reclassification into Class II, the manufacturer must include a draft proposal for special controls that
are necessary to provide a reasonable assurance of the safety and effectiveness of the medical device. The FDA may reject the reclassification petition if it
identifies a legally marketed predicate device that would be appropriate for a 510(k) or determines that the device is not low to moderate risk or that general
controls would be inadequate to control the risks and special controls cannot be developed. If the de novo request is granted, the new device may be legally
marketed (in compliance with applicable regulatory controls), a new classification regulation for the device type will be established, and the device may serve as a
predicate device for 510(k) submissions for future devices of the same type.
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
United States.
Regulation Outside the United States
To the extent that any of our product candidates, once approved, are sold in a foreign country, we may be subject to similar foreign laws and regulations, which
may include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws and implementation of corporate
compliance programs and reporting of payments or other transfers of value to healthcare professionals.
In order to market our future products in the European Economic Area, or EEA, (which is comprised of the 28 Member States of the European Union, or EU, plus
Norway, Iceland and Liechtenstein) and many other foreign jurisdictions, we must obtain separate regulatory approvals. More concretely, in the EEA, medicinal
products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations:
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the Community MA, which is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for
Medicinal Products for Human Use of the European Medicines Agency, or EMA, and which is valid throughout the entire territory of the EEA. The
Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products and
medicinal products indicated for the treatment of AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and viral diseases. The
Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a
significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU; and
National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are
available for products not falling within the mandatory scope of the Centralized
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Procedure. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in
another Member State through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time
of application, it can be approved simultaneously in various Member States through the Decentralized Procedure.
Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the
risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.
Data and Marketing Exclusivity
In the EEA, new products authorized for marketing, or reference products, qualify for eight years of data exclusivity and an additional two years of market
exclusivity upon marketing authorization. The data exclusivity period prevents generic or biosimilar applicants from relying on the preclinical and clinical trial data
contained in the dossier of the reference product when applying for a generic or biosimilar marketing authorization in the EU during a period of eight years from
the date on which the reference product was first authorized in the EU. The market exclusivity period prevents a successful generic or biosimilar applicant from
commercializing its product in the EU until 10 years have elapsed from the initial authorization of the reference product in the EU. The 10-year market exclusivity
period can be extended to a maximum of eleven years if, during the first eight years of those 10 years, the marketing authorization holder obtains an authorization
for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are held to bring a significant clinical benefit in
comparison with existing therapies.
Pediatric Investigation Plan
In the EEA, marketing authorization applications for new medicinal products not authorized have to include the results of studies conducted in the pediatric
population, in compliance with a pediatric investigation plan, or PIP, agreed with the EMA’s Pediatric Committee, or PDCO. The PIP sets out the timing and
measures proposed to generate data to support a pediatric indication of the drug for which marketing authorization is being sought. The PDCO can grant a deferral
of the obligation to implement some or all of the measures of the PIP until there are sufficient data to demonstrate the efficacy and safety of the product in adults.
Further, the obligation to provide pediatric clinical trial data can be waived by the PDCO when these data are not needed or appropriate because the product is
likely to be ineffective or unsafe in children, the disease or condition for which the product is intended occurs only in adult populations, or when the product does
not represent a significant therapeutic benefit over existing treatments for pediatric patients. Once the marketing authorization is obtained in all Member States of
the EU and study results are included in the product information, even when negative, the product is eligible for six months’ supplementary protection certificate
extension.
Orphan Drug Designation
In the EEA, a medicinal product can be designated as an orphan drug if its sponsor can establish that the product is intended for the diagnosis, prevention or
treatment of a life-threatening or chronically debilitating condition affecting not more than five in ten thousand persons in the EU when the application is made, or
that the product is intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition in the European
Community and that without incentives it is unlikely that the marketing of the drug in the EU would generate sufficient return to justify the necessary investment.
For either of these conditions, the applicant must demonstrate that there exists no satisfactory method of diagnosis, prevention or treatment of the condition in
question that has been authorized in the EU or, if such method exists, the drug will be of significant benefit to those affected by that condition.
In the EEA, an application for designation as an orphan product can be made any time prior to the filing of an application for approval to market the product.
Marketing authorization for an orphan drug leads to a ten-year period of market exclusivity. During this market exclusivity period, the EMA or the member state
competent authorities, cannot accept another application for a marketing authorization, or grant a marketing authorization, for a similar medicinal product for the
same indication. The period of market exclusivity is extended by two years for medicines that have also complied with an agreed PIP.
This period may, however, be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan drug
designation, for example because the product is sufficiently profitable not to justify market exclusivity. Market exclusivity can be revoked only in very selected
cases, such as consent from the marketing authorization holder, inability to supply sufficient quantities of the product, demonstration of “clinical superiority” by a
similar medicinal product, or, after a review by the Committee for Orphan Medicinal Products, requested by a member state in the fifth year of the marketing
exclusivity period (if the designation criteria are believed to no longer apply). Medicinal products designated as orphan drugs pursuant are eligible for incentives
made available by the EU and its Member States to support research into, and the development and availability of, orphan drugs.
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Companion Diagnostics
In the EEA, in vitro medical devices are required to conform with the essential requirements of the EU Directive on in vitro diagnostic medical devices (Directive
No. 98/79/EC, as amended). To demonstrate compliance with the essential requirements, the manufacturer must undergo a conformity assessment procedure. The
conformity assessment varies according to the type of in vitro diagnostic medical device and its classification. The conformity assessment of in vitro diagnostic
medical devices can require the intervention of an accredited EEA Notified Body. If successful, the conformity assessment concludes with the drawing up by the
manufacturer of an EC Declaration of Conformity entitling the manufacturer to affix the CE mark to its products and to sell them throughout the EEA. On April 5,
2017, the European Parliament passed the In Vitro Device Regulation, or IVDR, which repeals and replaces Directive No 98/79/EC. Unlike directives, which must
be implemented into the national laws of the EU member states, a regulation is directly applicable, i.e., without the need for adoption of EU member state laws
implementing them, in all EEA member states. The IVDR, among other things, is intended to establish a uniform, transparent, predictable and sustainable
regulatory framework across the EU for in vitro diagnostic medical devices and ensure a high level of safety and health while supporting innovation. The IVDR
will not become fully applicable until five years following its entry into force. Once applicable, the IVDR will among other things:
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strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the
market;
improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; and
set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the
EU.
Healthcare Reform
In the United States and certain foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the
healthcare system that could affect our future results of operations as we begin to directly commercialize our products. In March 2010, the Patient Protection and
Affordable Care Act, or ACA, was signed into law which substantially changed the way healthcare is financed by both governmental and private insurers in the
United States and significantly affected the pharmaceutical industry. The ACA contains a number of provisions, including those governing enrollment in federal
healthcare programs, reimbursement adjustments and fraud and abuse changes. Additionally, the ACA increases the minimum level of Medicaid rebates payable by
manufacturers of brand name drugs from 15.1% to 23.1%; requires collection of rebates for drugs paid by Medicaid managed care organizations; requires
manufacturers to participate in a coverage gap discount program, under which they must agree to offer 70 percent point-of-sale discounts off negotiated prices of
applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be covered under
Medicare Part D; imposes a non-deductible annual fee on pharmaceutical manufacturers or importers who sell “branded prescription drugs” to specified federal
government programs, implemented a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for
drugs that are inhaled, infused, instilled, implanted, or injected, expands of eligibility criteria for Medicaid programs, creates a new Patient-Centered Outcomes
Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research and establishes of
a Center for Medicare Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including
prescription drug spending.
Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court
dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Prior to the U.S.
Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for
purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and
reconsider their existing policies and rules that limit access to healthcare. It is unclear how other healthcare reform measures enacted by Congress or implemented
by the Biden administration, if any, will impact our business.
Other legislative changes have been proposed and adopted since the ACA was enacted, including aggregate reductions of Medicare payments to providers of 2%
per fiscal year, which was temporarily suspended from May 1, 2020 through March 31, 2022 and a 1% reduction from April 1, 2022 through June 30, 2022, and
reduced payments to several types of Medicare providers. Moreover, there has recently been heightened governmental scrutiny over the manner in which
manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted legislation
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designed, among other things, to bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs and
reform government program reimbursement methodologies for drug products. Individual states in the United States have also become increasingly active in
implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on
certain product access and marketing cost disclosure and transparency measures and, in some cases, mechanisms to encourage importation from other countries and
bulk purchasing.
Other Healthcare Laws
Pharmaceutical companies are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states and foreign
jurisdictions in which they conduct their business. Such laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, and
transparency laws and regulations with respect to drug pricing and payments and other transfers of value to physicians and other healthcare providers, as well as
similar foreign laws in the jurisdictions outside the United States. If their operations are found to be in violation of any of such laws or any other governmental
regulations that apply, they may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, additional reporting obligations
and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, the curtailment
or restructuring of operations, exclusion from participation in governmental healthcare programs and imprisonment.
Data Privacy and Security Laws
Pharmaceutical companies may be subject to U.S. federal and state health information privacy, security and data breach notification laws, which may govern the
collection, use, disclosure and protection of health-related and other personal information. Entities that are found to be in violation of the federal Health Insurance
Portability and Accountability Act of 1996, or HIPAA, as the result of a breach of unsecured protected health information, or PHI, a complaint about privacy
practices or an audit by the United States Department of Health and Human Services, or HHS, may be subject to significant civil, criminal and administrative fines
and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle
allegations of HIPAA non-compliance.
State laws may be more stringent, broader in scope or offer greater individual rights with respect to protected health information, or PHI, than HIPAA, and state
laws may differ from each other, which may complicate compliance efforts. For example, the California Consumer Privacy Act, or CCPA, effective January 1,
2020, gives 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. The CCPA 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. The CCPA may increase our compliance costs and potential liability. Some observers have noted that
the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and
adversely affect our business. Further, the California Privacy Rights Act, or CPRA, recently passed in California. The CPRA will impose additional data protection
obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt
outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in
increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional compliance
investment and potential business process changes may be required.
In Europe, EU and European Economic Area, or EEA, member states, Switzerland and other countries have also adopted data protection laws and regulations,
which impose significant compliance obligations. In the EEA, the collection and use of personal health data is governed by the provisions of the General Data
Protection Regulation, or GDPR. The GDPR became effective on May 25, 2018, and, together with the national legislation of EU or EEA member states governing
the processing of personal data, imposes strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from
clinical trials and adverse event reporting. In particular, these obligations and restrictions impose stringent requirements relating to individual consent, the
information that must be provided to the individuals, the transfer of personal data out of the EU and EEA, security and data breach notifications, as well as security
and confidentiality of the personal data. The GDPR allows for the imposition of substantial fines of up to €20 million or 4% of the annual global revenues of the
noncompliant company, whichever is greater, as well as other corrective measures for breaches of the data protection obligations. Data protection authorities from
the different EU member states may interpret the GDPR and national laws differently and impose additional requirements, which add to the complexity of
processing personal data in the EU. Guidance on implementation and compliance practices are often updated or otherwise revised, and the efficacy and longevity of
current transfer mechanisms between the EU and the United States remains uncertain. For example, in 2016, the EU and United States agreed to a transfer
framework for data transferred from the EU to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of
Justice of the European Union. Further, from January 1, 2021, companies have to comply with the GDPR and also the United Kingdom GDPR, or UK GDPR,
which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, e.g.
fines up to the greater of €20 million (£17.5 million) or 4% of global turnover. The relationship between the
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United Kingdom and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how United Kingdom data protection laws and
regulations will develop in the medium to longer term, and how data transfers to and from the United Kingdom will be regulated in the long term. Currently there is
a four to six-month grace period agreed in the EU and United Kingdom Trade and Cooperation Agreement, ending June 30, 2021 at the latest, while the parties
discuss an adequacy decision. However, it is not clear whether (and when) an adequacy decision may be granted by the European Commission enabling data
transfers from EU member states to the United Kingdom long term without additional measures. These changes may lead to additional costs and increase our
overall risk exposure.
Coverage and Reimbursement
Sales of any product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state and foreign government
healthcare programs, commercial insurance and managed healthcare organizations, and the level of reimbursement for such product by third-party payors.
Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. These third-party payors are
increasingly reducing reimbursements for medical products, drugs and services. In addition, the U.S. government, state legislatures and foreign governments have
continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement and requirements for substitution of
generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and
measures, could further limit sales of any product. Decreases in third-party reimbursement for any product or a decision by a third-party payor not to cover a
product could reduce physician usage and patient demand for the product and also have a material adverse effect on sales.
In international markets, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific
products and therapies. For example, the EU provides options for its member states to restrict the range of medicinal products for which their national health
insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the
medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market.
We may face competition for our product candidates from lower-priced products in foreign countries that have placed price controls on pharmaceutical products. In
addition, there may be importation of foreign products that compete with our own products, which could negatively impact our profitability. Furthermore, there can
be no assurance that our products will be considered medically reasonable and necessary for a specific indication, that our products will be considered cost-
effective by third-party payors, that an adequate level of reimbursement will be established even if coverage is available or that the third-party payors’
reimbursement policies will not adversely affect our ability to sell our products profitably.
Human Capital
At IDEAYA, we view our employees as among our most valuable assets. Our ability to hire and retain highly skilled professionals remains an important element to
our success in discovering and developing targeted therapeutics. Our employees are at the heart of our values of passionate commitment, fearless innovation,
courageous integrity, respectful teamwork, objective decision-making and empowered accountability. We offer our employees a challenging work environment,
ongoing skills development, attractive career advancement, and a culture that rewards entrepreneurial initiative and exceptional execution.
In 2020, we established an internal human resources department, including hiring a Vice President, Human Resources, as part of our commitment to our human
resources programs and our employee work experience.
We believe our employees and our company benefit from and excel in a diverse, inclusive and safe work environment. Our employees come from numerous
countries and bring diversity to our workplace across many critical categories. We believe the variety of experiences, backgrounds and perspectives of our
employees bring to their work every day makes IDEAYA stronger and more successful. As of December 31, 2021, females make up 43% of our workforce, 17% of
our executive team, and 25% of our board of directors.
As of December 31, 2021, we had a total of 81 employees. Of these employees, 64 were primarily engaged in research and development activities and 17 were
primarily engaged in general and administrative activities. Of our total employees, 67 hold biology, chemistry or other relevant scientific degrees, including 41
Ph.D.’s. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees
to be good.
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Corporate Information
We were founded in June 2015 as a Delaware corporation. Our principal executive offices are located at 7000 Shoreline Court, Suite 350, South San Francisco,
California 94080, and our telephone number is (650) 443-6209. Our website address is www.ideayabio.com.
We file electronically with the Securities and Exchange Commission (“SEC”) our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Our SEC filings are available to the public on the SEC’s
website at www.sec.gov. At our corporate website, www.ideayabio.com, we make available free of charge a variety of information for investors, including copies
of these reports, and any amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
The information on, or that can be accessed through, our website is not part of this report and is not incorporated by reference herein. We have included our website
address as an inactive textual reference only. We also use our website as a means of disclosing material non-public information and for complying with our
disclosure obligations under Regulation FD.
We use IDEAYA Biosicences, Inc.®, the IDEAYA logo, and other marks as trademarks in the United States and other countries. This Annual Report on Form 10-K
contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in
this Annual Report on Form 10-K, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not
intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these
trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or
endorsement or sponsorship of us by any other entity.
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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
Annual Report on Form 10-K, including our 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, growth prospects and stock price. In such an event, the market price of our common stock could decline,
and you may lose all or part of your investment. Many of the following risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any
worsening of the global business and economic environment as a result. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations.
Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements
We are an early-stage biopharmaceutical company with a limited operating history and no products approved for commercial sale. We have incurred
significant losses since our inception, and we anticipate that we will continue to incur significant losses for the foreseeable future, which, together with our
limited operating history, makes it difficult to assess our future viability.
Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are an early-stage biopharmaceutical
company, and we have only a limited operating history upon which you can evaluate our business and prospects. We currently have no products approved for
commercial sale, have not generated any revenue from sales of products and have incurred losses in each year since our inception in June 2015. In addition, we
have limited experience as a company and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently
encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry. Only two of our product candidates, IDE397 and
darovasertib (IDE196), are currently in ongoing clinical trials – one Phase 1 clinical trial to evaluate IDE397 for the treatment of patients having solid tumors with
MTAP deletion that we initiated in April 2021, one ongoing Phase 1 clinical trial for darovasertib conducted and controlled by Novartis and one ongoing Phase 1/2
clinical trial that we initiated in June 2019 to evaluate darovasertib in solid tumors harboring GNAQ or GNA11 hotspot mutations.
We have had significant operating losses since our inception. Our net losses for the twelve months ended December 31, 2021 and 2020 were $49.8 million and
$34.5 million, respectively. As of December 31, 2021, we had an accumulated deficit of $176.7 million. Substantially all of our losses have resulted from expenses
incurred in connection with our research and development programs and from general and administrative costs associated with our operations. Our product
candidate IDE397 is currently in a Phase 1 clinical trial that we are conducting. Our product candidate darovasertib is currently in a Phase 1 clinical trial being
conducted by Novartis and in a Phase 1/2 clinical trial we are conducting. We have multiple other product candidates in preclinical development, as well as early-
stage research programs. Our product candidates will require substantial additional development time and resources before we will be able to apply for or receive
regulatory approvals and, if approved, begin generating revenue from product sales. Furthermore, we expect to continue to incur additional costs associated with
operating as a public company. We also do not yet have a sales organization or commercial infrastructure and, accordingly, we will incur significant expenses to
develop a sales organization or commercial infrastructure in advance of regulatory approval and generating any commercial product sales. We expect to continue to
incur losses for the foreseeable future, and we anticipate these losses will increase as we continue to develop IDE397, darovasertib, our other product candidates
and any future product candidates, conduct clinical trials and pursue research and development activities. Even if we achieve profitability in the future, we may not
be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect
on our stockholders’ deficit and working capital.
Our operating results may fluctuate significantly, which will make our future results difficult to predict and could cause our results to fall below expectations.
Our quarterly and annual operating results may fluctuate significantly, which will make it difficult for us to predict our future results. These fluctuations may occur
due to a variety of factors, many of which are outside of our control and may be difficult to predict, including:
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the timing and cost of, and level of investment in, research, development and commercialization activities, which may change from time to time;
the timing and status of enrollment for our clinical trials;
the timing of regulatory approvals, if any, in the United States and internationally;
the cost of manufacturing, as well as building out our supply chain, which may vary depending on the quantity of productions, and the terms of any
agreements we enter into with third-party suppliers;
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timing and amount of any option exercise, milestone, royalty or other payments we may or may not receive pursuant to any current or future
collaboration or license agreement, including under the Collaboration, Option and License Agreement with GSK;
timing and amount of any milestone, royalty or other payments due under any current or future collaboration or license agreement, including the
License Agreement with Novartis or the Option and License Agreement with Cancer Research UK and University of Manchester;
coverage and reimbursement policies with respect to any future approved products, and potential future drugs that compete with our products;
expenditures that we may incur to acquire, develop or commercialize additional products and technologies;
the level of demand for any future approved products, which may vary significantly over time;
future accounting pronouncements or changes in our accounting policies; and
the timing and success or failure of preclinical studies and clinical trials for our product candidates or competing product candidates, or any other
change in the competitive landscape of our industry, including consolidation among our competitors or collaboration partners.
The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing
our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.
This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our
revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide
to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur
even when we have met any previously publicly stated revenue or earnings guidance we may provide.
We will require substantial additional financing to achieve our goals, and failure to obtain additional capital when needed on acceptable terms, or at all, could
force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations.
Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our precision medicine
target and biomarker discovery platform and our initial preclinical and clinical product candidates. Preclinical studies and clinical trials and additional research and
development activities will require substantial funds to complete. As of December 31, 2021, we had cash, cash equivalents and marketable securities of $368.1
million. We believe that we will continue to expend substantial resources for the foreseeable future in connection with the research and development of our
precision medicine target and biomarker discovery platform, clinical and preclinical product candidates, and any other future product candidates we may choose to
pursue, as well as other corporate uses. Specifically, in the near term, we expect to incur substantial expenses as we advance our synthetic lethality product
candidates through preclinical studies, advance darovasertib and IDE397 through clinical development, seek regulatory approval, prepare for and, if approved,
proceed to commercialization, and continue our research and development efforts. These expenses will include our cost sharing obligations with GSK for research
and development for our WRN program and MAT2A program (if GSK exercises its exclusive option to obtain an exclusive license to continue development of and
commercialize MAT2A products). These expenditures will include costs associated with conducting preclinical studies and clinical trials, obtaining regulatory
approvals, and manufacturing and supply, as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because
the outcome of any preclinical study or clinical trial is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully develop and
commercialize our product candidates or any future product candidates.
We believe that our existing cash, cash equivalents and marketable securities will allow us to fund our planned operations for at least 12 months from the date of
the issuance of the financial statements included in this Form 10-K. However, our operating plans and other demands on our capital resources may change as a
result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings
or other sources, such as strategic collaborations. 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. Such financing may result in dilution to stockholders, imposition of burdensome debt
covenants and repayment obligations, or other restrictions that may adversely affect our business. If we raise additional funds through licensing or collaboration
arrangements 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.
Attempting to secure additional financing may also divert our management from our day-to-day activities, which may adversely affect our ability to develop 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.
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Our future capital requirements will depend on many factors, including:
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the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical
studies and clinical trials, including our ongoing IDE397 Phase 1 clinical trial for the treatment of patients having solid tumors with MTAP
deletion, and our ongoing darovasertib Phase 1/2 clinical trial in solid tumors harboring GNAQ or GNA11 mutations;
the scope, progress, results and costs related to the research and development of our precision medicine target and biomarker discovery platform,
including costs related to the development of our proprietary libraries and database of tumor genetic information and specific cancer-target
dependency networks;
the timing of, and the costs involved in, obtaining regulatory approvals for our product candidates or any future product candidates, or any
applicable diagnostics;
the number and characteristics of any additional product candidates we develop or acquire;
the cost of coordinating and/or collaborating with certain diagnostic companies for manufacturing and supply of companion diagnostics for
biomarkers associated with our product candidates and any future product candidates;
our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements and the financial terms of any such
agreements, including the Collaboration, Option and License Agreement with GSK, the License Agreement with Novartis and the Option and
License Agreement with Cancer Research United Kingdom, or Cancer Research UK, and University of Manchester;
the timing and amount of any option exercise, milestone, royalty or other payments we may or may not receive pursuant to any current or future
collaboration or license agreement, including under the Collaboration, Option and License Agreement with GSK;
the timing and amount of any milestone, royalty or other payments we are required to make pursuant to any current or future collaboration or
license agreement, including under the License Agreement with Novartis or the Option and License Agreement with Cancer Research UK and
University of Manchester;
potential delays in our ongoing clinical programs as a result of the COVID-19 pandemic;
the cost of manufacturing our product candidates and any future products we successfully commercialize;
the cost of commercialization activities, including the cost of building a sales force in anticipation of product commercialization and distribution
costs;
any product liability or other lawsuits related to our product candidates or future approved products;
the expenses needed to attract, hire and retain skilled personnel;
the costs associated with being a public company;
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing our intellectual property portfolio; and
the timing, receipt and amount of sales of any future approved products, if any.
Our ability to raise additional funds will depend on financial, economic and other factors, including the ongoing effects of the COVID-19 pandemic, many of
which are beyond our control. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not
available to us on a timely basis, we may be required to:
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delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities or eliminate one or more of our
development programs altogether; or
delay, limit, reduce or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary
to commercialize darovasertib, if approved, IDE397, if approved and GSK does not exercise its option, or any other future approved products, or
reduce our flexibility in developing or maintaining our sales and marketing strategy.
Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies.
To date, we have primarily financed our operations through the sale of equity securities and payments received under our collaboration agreements. We will be
required to seek additional funding in the future and currently intend to do so through collaborations, public or private equity offerings or debt financings, credit or
loan facilities or a combination of one or more of these funding sources. If we raise additional funds by issuing equity securities, our stockholders may suffer
dilution and the terms of any financing may adversely affect the rights of our stockholders. In addition, as a condition to providing additional funds to us, future
investors may demand, and may be granted, rights superior to those of existing stockholders.
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Debt financing, if available, is likely to involve restrictive covenants limiting our flexibility in conducting future business activities, and, in the event of insolvency,
debt holders would be repaid before holders of our equity securities received any distribution of our corporate assets. We also could be required to seek funds
through arrangements with collaborators or others that may require us to relinquish rights or jointly own some aspects of our technologies or product candidates
that we would otherwise pursue on our own.
Risks Related to Our Business
We are early in our development efforts. Our business is dependent on the successful development of our product candidates, future product candidates, and
companion diagnostics for biomarkers associated with our product candidates and future product candidates.
Our current product candidates are in early stages of development and we are further developing our precision medicine target and biomarker discovery platform.
We have no products approved for sale and our two most advanced product candidates, IDE397 and darovasertib, are in the early stages of clinical development
and will require additional clinical development, regulatory review and approval in each jurisdiction in which we intend to market them, access to sufficient
commercial manufacturing capacity, and significant sales and marketing efforts before we can generate any revenue from product sales. IDE397 is currently being
evaluated in an ongoing Phase 1 clinical trial to evaluate IDE397 for the treatment of patients with MTAP deletion. Darovasertib is currently being evaluated in an
ongoing Phase 1/2 clinical trial in patients having tumors with GNAQ or GNA11 hotspot mutations, that we initiated in June 2019, including the combination arm
with binimetinib that we initiated in June 2020 and the combination arm with crizotinib that we initiated in December 2020. Darovasertib is also being tested in an
earlier-initiated, ongoing Phase 1 clinical trial conducted by Novartis in patients with metastatic uveal melanoma. Our other product candidates have not been
tested in clinical trials. The success of our business, including our ability to finance our company and generate revenue in the future, will primarily depend on the
successful development, regulatory approval and commercialization of our product candidates, which may never occur. In the future, we may also become
dependent on other product candidates that we may develop or acquire; however, given our early stage of development, it may be many years, if at all, before we
have demonstrated the safety and efficacy of a product candidate sufficient to support approval for commercialization.
We have not previously submitted a new drug application, or NDA, to the FDA or similar approval filings to a comparable foreign regulatory authority, for any
product candidate. An NDA or other relevant regulatory filing must include extensive preclinical and clinical data and supporting information to establish that the
product candidate is safe and effective for each desired indication. The NDA or other relevant regulatory filing must also include significant information regarding
the chemistry, manufacturing and controls for the product. We cannot be certain that our current or future product candidates will be successful in clinical trials or
receive regulatory approval. Further, even if they are successful in clinical trials, our product candidates or any future product candidates may not receive
regulatory approval. If we do not receive regulatory approvals for current or future product candidates, we may not be able to continue our operations. Even if we
successfully obtain regulatory approval to market a product candidate, our revenue will depend, in part, upon the size of the markets in the territories for which we
gain regulatory approval and have commercial rights, as well as the availability of competitive products, whether there is sufficient third-party reimbursement and
adoption by physicians.
We plan to seek regulatory approval to commercialize our product candidates both in the United States and in select foreign countries. While the scope of
regulatory approval generally is similar in other countries, in order to obtain separate regulatory approval in other countries we must comply with numerous and
varying regulatory requirements of such countries regarding safety and efficacy. Other countries also have their own regulations governing, among other things,
clinical trials and commercial sales, as well as pricing and distribution of drugs, and we may be required to expend significant resources to obtain regulatory
approval and to comply with ongoing regulations in these jurisdictions.
The clinical and commercial success of our current and any future product candidates will depend on a number of factors, including the following:
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our ability to raise any additional required capital on acceptable terms, or at all;
our ability to develop and successfully utilize our precision medicine target and biomarker discovery platform;
timely and successful completion of our preclinical studies and clinical trials, which may be significantly slower or cost more than we currently
anticipate and will depend substantially upon the performance of third-party contractors;
acceptance of INDs, by the FDA, or similar regulatory filing by a comparable foreign regulatory authority for the conduct of clinical trials of our
product candidates and our proposed design of future clinical trials;
whether we are required by the FDA or a comparable foreign regulatory agency to conduct additional clinical trials or other studies beyond those
planned to support approval of our product candidates;
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our ability to timely execute our ongoing clinical trials and enroll a sufficient number of patients on a timely basis, particularly in light of the effects
of the COVID-19 pandemic, to evaluate our product candidates in clinical development;
acceptance of our proposed indications and primary endpoint assessments of our product candidates by the FDA and comparable foreign regulatory
authorities;
the availability or successful development of companion diagnostics for biomarkers associated with our product candidates or any other future
product candidates;
our ability to make arrangements with third-party manufacturers for, or establish, commercial manufacturing capabilities, and to consistently
manufacture our product candidates on a timely basis;
our ability, and the ability of any third parties with whom we contract, to remain in good standing with regulatory agencies and develop, validate
and maintain commercially viable manufacturing processes that are compliant with current good manufacturing practices, or cGMPs;
our ability to demonstrate to the satisfaction of the FDA and comparable foreign regulatory authorities the safety, efficacy and acceptable risk-
benefit profile of our product candidates;
the prevalence, duration and severity of potential side effects or other safety issues experienced with our product candidates, either as monotherapy
or in combination with other drugs, or future approved products, if any;
the timely receipt of necessary marketing approvals from the FDA and comparable foreign regulatory authorities;
achieving and maintaining, and, where applicable, ensuring that our third-party contractors achieve and maintain, compliance with our contractual
obligations and with all regulatory requirements applicable to our current product candidates or any future product candidates or approved products,
if any;
the willingness of physicians, operators of hospitals and clinics and patients to use or adopt any approved products, as well as the willingness of
physicians and other health-care providers to incorporate molecular diagnostics or genetic sequencing into their clinical practice;
our ability to successfully develop a commercial strategy and thereafter commercialize any approved products in the United States and
internationally, whether alone or in collaboration with others;
the availability and level of coverage and adequate reimbursement from managed care plans, private insurers, government payors, such as Medicare
and Medicaid, and other third-party payors for any of our product candidates that may be approved;
the convenience of our treatment or dosing regimen;
our ability to compete with other approved therapies, if any;
acceptance by physicians, payors and patients of the benefits, safety and efficacy of our product candidates or any future product candidates, if
approved, including relative to alternative and competing treatments;
patient demand for any approved products;
our ability to establish and enforce intellectual property rights in and to our product candidates; and
our ability to avoid third-party patent interference, opposition, derivation, intellectual property challenges, intellectual property infringement claims
or similar proceedings with respect to our intellectual property rights.
These factors, many of which are beyond our control, could cause us to experience significant delays or an inability to obtain regulatory approvals or
commercialize our current or future product candidates. Even if regulatory approvals are obtained, we may never be able to successfully commercialize any
products. Accordingly, we cannot provide assurances that we will be able to generate sufficient revenue through the sale of products to continue our business or
achieve profitability.
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In connection with the Collaboration, Option and License Agreement with GSK, if GSK does not exercise its option or if it terminates any development
program under its collaborations with us, whether as a result of our inability to meet milestones or otherwise, any potential revenue from those collaborations
will be significantly reduced or non-existent, and our results of operations and financial condition will be materially and adversely affected.
We have invested a significant portion of our time and financial resources in the development of multiple product candidates that are included in our strategic
partnership and collaboration with GSK, under the Collaboration, Option and License Agreement entered into on June 15, 2020, or the GSK Collaboration
Agreement. The programs included in the GSK Collaboration Agreement are the MAT2A, Pol Theta (POLQ) and Werner Helicase (WRN) programs. Our ability to
continue to advance these synthetic lethality programs in development, in particular prior to the exercise by GSK of its exclusive option to obtain an exclusive
license to continue development of and commercialize MAT2A products, is highly dependent on achieving certain development milestones in these programs and
triggering related milestone fee payments to us.
Under the GSK Collaboration Agreement, within a specified time period after we deliver to GSK a data package from our MAT2A Phase 1 monotherapy clinical
trial, GSK is entitled to exercise an option to obtain an exclusive license for continued development and commercialization of MAT2A products arising out of the
MAT2A program on a worldwide basis, which we refer to as the Option. GSK’s exercise of the Option may be subject to Hart-Scott-Rodino clearance, or HSR
Clearance, therefor at such time of exercise. After GSK exercises the Option and, if required, HSR Clearance is obtained, GSK must pay us an option exercise
payment of $50.0 million.
Under the GSK Collaboration Agreement, we are eligible to receive from GSK future development and regulatory milestones of up to $465.0 million for each
MAT2A product, and up to $485.0 million for each POLQ and WRN product, and commercial milestones of up to $475.0 million, with respect to each MAT2A (if
GSK exercises the Option and receives HSR Clearance with respect thereto), POLQ and WRN product. Additionally, we are entitled to receive 50% of U.S. net
profits and tiered royalties on global non-U.S. net sales of MAT2A (if GSK exercises the Option and receives HSR Clearance with respect thereto) and WRN
products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit percentages, subject to certain customary reductions.
We are entitled to receive tiered royalties on global net sales of POLQ products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-
teen double digit percentages, subject to certain customary reductions. We have a right to opt-out of the 50% U.S. net profit share and corresponding development
cost share for either or both the MAT2A and WRN programs, and would be eligible to receive tiered royalties on U.S. net sales of MAT2A or WRN products, as
applicable, by GSK, its affiliates and their sublicensees at the same royalty rates as for global non-U.S. net sales thereafter, with potential positive economic
adjustments based on the stage of the MAT2A or WRN program, as applicable, at the time of opt-out. There is no guarantee that we will be able to successfully
continue to advance the POLQ and WRN programs and receive regulatory filing milestone payments related to any POLQ or WRN product. There is no guarantee
that we will be able to successfully conduct the MAT2A Phase 1 monotherapy clinical trial. Even if we successfully conduct the MAT2A Phase 1 monotherapy
clinical trial, GSK is under no obligation to exercise the Option. Further, in the event that GSK is required to obtain HSR Clearance after exercising the Option, and
such HSR Clearance is not obtained, GSK will not participate in further development of any MAT2A products and the product rights would revert to us. We would
then have worldwide rights to those assets and be responsible for funding the development of the assets. GSK may terminate the entire GSK Collaboration
Agreement or any collaboration program on a target-by-target basis for any or no reason upon written notice to us after expiration of a defined notice period. The
GSK Collaboration Agreement or any program under the GSK Collaboration Agreement may also be terminated by either party for the other party’s insolvency or
certain uncured breaches. We may terminate the GSK Collaboration Agreement if GSK or any of its sublicensees or affiliates challenge certain of our patents.
Depending on the timing of any such termination we may not be entitled to receive the option exercise fees, or potential milestone payments, as these payments
terminate with termination of the GSK Collaboration Agreement.
If GSK does not exercise the Option with respect to any MAT2A product (or HSR Clearance thereof is not obtained), or terminates its rights and obligations with
respect to a program or the entire GSK Collaboration Agreement, then depending on the timing of such event:
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the development of our product candidates subject to the GSK Collaboration Agreement may be terminated or significantly delayed;
our cash expenditures could increase significantly if it is necessary for us to hire additional employees and allocate scarce resources to the
development and commercialization of product candidates that were previously funded by GSK;
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we would bear all of the risks and costs related to the further development and commercialization of product candidates that were previously the
subject of the GSK Collaboration Agreement, including the reimbursement of third parties; and
in order to fund further development and commercialization, we may need to seek out and establish alternative collaboration arrangements with
third-party collaboration partners; this may not be possible, or we may not be able to do so on terms which are acceptable to us, in which case it
may be necessary for us to limit the size or scope of one or more of our programs or increase our expenditures and seek additional funding by other
means.
Any of these events would have a material adverse effect on our results of operations and financial condition.
Clinical development of one of our product candidates, darovasertib, depends, in part, on data from Novartis’ ongoing Phase 1 clinical trial of darovasertib in
patients with metastatic uveal melanoma. We have no control over the execution of Novartis’ trial.
Our most advanced product candidate, darovasertib, is currently being evaluated in a Phase 1 clinical trial conducted by Novartis. Novartis’ ongoing clinical trial
has two arms – a monotherapy arm, and a combination arm evaluating darovasertib in combination with Novartis’ p53-MDM2 inhibitor, HDM201. Our license
agreement with Novartis provides that we may reference clinical data from the monotherapy arm and safety data from both arms of Novartis’ ongoing clinical trial
in our regulatory filings. Updated monotherapy data from Novartis was presented at AACR in April 2019.
We have no control or oversight over the design or implementation of Novartis’ clinical trial. The license agreement does not impose obligations on Novartis with
respect to the conduct of the ongoing Phase 1 clinical trial, its timing, or whether Novartis must complete it. Novartis may delay or discontinue the monotherapy
arm and/or the combination arm of their ongoing clinical trial at their own discretion as the trial progresses. Failure on behalf of Novartis, or any third parties with
which Novartis has separately contracted with respect to the trial, to adhere to the trial protocols, GCP, or applicable regulations may delay Novartis’ clinical trial,
lead to Novartis’ discontinuation of the trial, or cause the results of the trial to be unacceptable for use in a submission by us to the FDA or a comparable regulatory
authority. Furthermore, HDM201 is still in clinical development and has not been approved. If Novartis encounters any clinical or regulatory difficulty with regard
to HDM201, it may result in the delay or the complete discontinuation of the combination arm of the trial. If Novartis’ clinical trial is delayed or discontinued for
any reason, or if we identify another issue with Novartis’ data, it may delay our development of darovasertib, or make it difficult or impossible for us to rely on
Novartis’ clinical data in regulatory filings as planned. Furthermore, although the agreement requires Novartis to provide us with certain data at specified intervals,
if Novartis does not make data available to us, our darovasertib development program may be significantly delayed and we may need to conduct additional studies
or trials independently. As a result, we may not be able to obtain regulatory approval for darovasertib in a timely fashion, at the expected cost to us, or at all, and
our business, financial position, results of operations and prospects may be adversely affected.
As an organization, we have never completed a clinical trial, and may be unable to do so for any of our product candidates.
We will need to successfully initiate and complete our own Phase 1 clinical trials and later-stage and pivotal clinical trials in order to obtain FDA or a comparable
foreign regulatory body’s approval to market our product candidates. Carrying out clinical trials and the submission of regulatory filings is a complicated process.
As an organization, we have not yet completed any clinical trials for any of our product candidates. One of our product candidates, IDE397, is in a Phase 1 clinical
trial that we are conducting. Another of our product candidates, darovasertib, is in a Phase 1/2 clinical trial that we are conducting. We have limited experience in
preparing, submitting and prosecuting regulatory filings, and have not previously submitted any NDA or other comparable foreign regulatory submission for any
product candidate. In addition, we have had limited interactions with the FDA and cannot be certain how many additional clinical trials of darovasertib or IDE397
or how many clinical trials of any of our other product candidates will be required or whether the FDA will agree with the design or implementation of our clinical
trials. We are required to comply with certain regulatory requirements, and the FDA may identify specific clinical or other development-related requirements that
we must satisfy, as a condition to initiating or continuing our clinical trials; if we fail to meet such a requirement, the FDA may issue a clinical hold or designate
other conditions on our clinical trials. Consequently, we may be unable to successfully and efficiently execute and complete necessary clinical trials in a way that
leads to regulatory submission of a marketing application for, and approval of, darovasertib, IDE397, or any of our other product candidates. We may require more
time and incur greater costs than our competitors and may not succeed in obtaining regulatory approvals of product candidates that we develop. Failure to
commence or complete, or delays in, our planned clinical trials, could prevent or delay GSK’s exercise of the Option with respect to any MAT2A product, or
prevent us from or delay us in commercializing darovasertib or any other product candidate.
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The successful development of targeted therapeutics, including therapeutics involving direct targeting of an oncogenic pathway and synthetic lethality
therapeutics, including our portfolio of synthetic lethality small molecule inhibitors, as well as any related diagnostics, is highly uncertain.
Successful development of targeted therapeutics, including therapeutics involving direct targeting oncogenic pathways and synthetic lethality therapeutics, such as
our portfolio of synthetic lethality small molecule inhibitors, as well as any related diagnostics, is highly uncertain and is dependent on numerous factors, many of
which are beyond our control. Our precision medicine target and biomarker discovery platform is based on new technologies and methods relating to drug target
and biomarker identification, screening and validation, including Dual CRISPR genetic screening and bioinformatics and we have not, to date, sought regulatory
approval for any therapeutics developed through our precision medicine target and biomarker discovery platform. As such, it is difficult to accurately predict the
developmental challenges we or our collaboration partners, such as GSK, may incur for our current and future product candidates as we proceed through product
discovery, identification, preclinical studies and clinical trials.
Our precision medicine target and biomarker discovery platform is novel and may not be effective at identifying targets and/or biomarkers for product candidates.
We therefore cannot provide any assurance that we will be able to successfully identify additional product candidates or biomarkers, advance any of these
additional product candidates or diagnostics for their associated biomarkers through the development process.
Additionally, particular patient genetic alterations, such as mutations, deletions or fusions may not be functionally active genetic drivers of the disease. Further,
whether a genetic alteration is functionally active may be difficult to ascertain from preclinical cancer models, may be tissue-type dependent and may vary from
patient to patient within a specific indication. If that was the case, we would need to functionally validate such genetic alterations, for example, using in vitro and in
vivo models, potentially across more than one tumor-tissue type and across multiple cell lines. If some of the genetic alterations are not functionally validated, this
would reduce the size of our addressable patient population. Even if genetic alterations are preclinically validated, the relevance of these alterations may not
translate into a human clinical setting, which could adversely impact our clinical trial results and our commercial opportunities.
Targeted therapeutics that appear promising in the early phases of development may fail to reach the market for several reasons, including:
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research or preclinical studies may show our targeted small molecule inhibitors or antagonists to be less effective than desired or to have harmful or
problematic side effects or toxicities;
failure to accurately identify, validate or develop clinically relevant biomarkers for our targeted therapeutic product candidates;
clinical trial results may show our targeted therapeutic small molecule inhibitors to be less effective than expected based on preclinical studies (e.g.,
a clinical trial could fail to meet its primary endpoint(s)) or to have unacceptable side effects or toxicities;
failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by
slow enrollment in clinical trials, patients dropping out of trials, length of time to achieve trial endpoints, additional time requirements for data
analysis, IND preparation, discussions with the FDA, an FDA request for additional preclinical or clinical data, or unexpected safety or
manufacturing issues;
manufacturing costs, formulation issues, pricing or reimbursement issues, or other factors that may make our targeted therapeutic small molecule
inhibitors uneconomical; and
proprietary rights of others and their competing products and technologies that may prevent our targeted therapeutic small molecule inhibitors, or
the diagnostics for biomarkers associated with such small molecule inhibitors, from being commercialized.
As a result of these factors, it is more difficult for us to predict the time and cost of product candidate development, and we cannot predict whether the application
of our precision medicine target and biomarker discovery platform will result in the identification, development, and regulatory approval of any products. The
length of time necessary to complete clinical trials and to submit an application for marketing approval for a decision by a regulatory authority may be difficult to
predict for targeted therapeutic small molecule inhibitors, in large part because of the limited regulatory history associated with them. The clinical trial
requirements of the FDA and other comparable foreign regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product
candidate vary substantially according to the type, complexity, novelty and intended use and market of the product candidate. Except for certain PARP inhibitors,
no products based on synthetic lethality have been approved to date by regulators. As a result, the regulatory approval process for product candidates such as ours is
uncertain and may be more expensive and take longer than the approval process for product candidates based on other, better known or more extensively studied
technologies. It is difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for our product candidates in either the United
States or other comparable regions of the world or how long it will take to commercialize our product candidates. Delay or failure to obtain,
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or unexpected costs in obtaining, the regulatory approval necessary to bring a potential product candidate to market would adversely affect our business, financial
condition, results of operations and prospects.
Even if we are successful in obtaining regulatory approval, commercial success of any approved products will also depend in large part on the availability of
insurance coverage and adequate reimbursement from third-party payors, including government payors, such as the Medicare and Medicaid programs, and
managed care organizations, which may be affected by existing and future healthcare reform measures designed to reduce the cost of healthcare. Third-party payors
could require us to conduct additional studies, including post-marketing studies related to the cost-effectiveness of a product, to qualify for reimbursement, which
could be costly and divert our resources. If government and other healthcare payors were not to provide adequate insurance coverage and reimbursement levels for
one any of our products once approved, market acceptance and commercial success would be limited.
In addition, if any of our products is approved for marketing, we will be subject to significant regulatory obligations regarding the submission of safety and other
post-marketing information and reports and registration, and will need to continue to comply (or ensure that our third-party providers comply) with cGMPs and
GCPs for any clinical trials that we conduct post-approval. In addition, there is always the risk that we or a regulatory authority might identify previously unknown
problems with a product post-approval, such as adverse events, or AEs, of unanticipated severity or frequency. Compliance with these requirements is costly and
any failure to comply or other post-approval issues with our product candidates could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Preclinical and clinical drug development is a lengthy and expensive process with an uncertain outcome. We may incur additional costs or experience delays in
completing, or ultimately be unable to complete, the development and commercialization of any product candidates, which could result in increased costs to us,
delay or limit our ability to generate revenue and adversely affect our business, financial condition, results of operations and prospects. Furthermore, results of
earlier studies and trials may not be predictive of future trial results.
Before we can initiate clinical trials for our product candidates, we must submit the results of preclinical studies to the FDA or a comparable foreign regulatory
authority along with other information, including information about product candidate chemistry, manufacturing and controls, diagnostics for biomarkers for our
product candidates and our proposed clinical trial protocol, as part of an IND application or similar regulatory filing.
Before obtaining marketing approval from regulatory authorities for the sale of any products, we, or our collaboration partners, such as GSK, must conduct
extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Clinical trials are expensive and can take many years to
complete, and their outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. In addition, we may rely in part on preclinical,
clinical and quality data generated by contract research organizations, or CROs, and other third parties for regulatory submissions for our product candidates. While
we have or will have agreements governing these third parties’ services, we have limited influence over their actual performance. Further, pursuant to our license
agreement with Novartis, we have a right of reference to certain data from Novartis’ ongoing Phase 1 clinical trial data for our regulatory filings for darovasertib.
If these third parties, including Novartis, fail to make data available to us, or, if applicable, make regulatory submissions in a timely manner, in each case pursuant
to our agreements with them, our development programs may be significantly delayed and we may need to conduct additional studies or trials or collect additional
data independently. In either case, our development costs would increase.
Our clinical trial collaboration and supply agreement with Pfizer for the supply of their MEK inhibitor, binimetinib, and their cMET inhibitor, crizotinib, supports
our plans to evaluate the safety and efficacy of darovasertib in combination with binimetinib and in combination with crizotinib. If Pfizer delays or fails to supply
binimetinib or crizotinib in support of the combination arms of the darovasertib clinical trial, the development program as pertaining to combination of darovasertib
with either a MEK inhibitor or a cMET inhibitor may be significantly delayed, and our development costs may increase. Subject to completion of and satisfactory
results from preclinical studies, we may evaluate darovasertib in combination with one or more anti-cancer agent(s) in addition to binimetinib and crizotinib, such
as a different inhibitor of MEK or cMET or an inhibitor of FAK, mTOR and/or CDK4/6, in a Phase 1/2 clinical trial in patients with metastatic uveal melanoma.
This may require us to establish additional supply agreements and rely upon third parties for supply of such combination agents, or if such combination agents are
commercially available, in the absence of a supply agreement, we may incur the cost of purchasing such combination agents and may be at risk of having
insufficient supply. We may initiate clinical trials in which our product candidates, including darovasertib or IDE397, are combined with one or more other
pharmaceutical agents that have not yet been approved by the FDA or comparable foreign regulatory authorities; in such situations, we may be relying on third
parties for obtaining appropriate regulatory approvals and we may have no or limited influence over whether or not such regulatory approvals are achieved for such
combination agents.
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We and our strategic collaborators, such as GSK, also may experience numerous unforeseen events during, or as a result of, any preclinical studies or clinical trials
that could delay or prevent us or our strategic collaborators from successfully developing our product candidates, including:
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we may be unable to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation of clinical trials;
the FDA or a comparable foreign regulatory authority disagreeing as to the design or implementation of our clinical trials;
delays in obtaining regulatory authorization to commence a clinical trial;
reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation
and may vary significantly among different CROs and clinical trial sites;
obtaining IRB approval at each clinical trial site;
recruiting an adequate number of suitable patients to participate in a clinical trial, particularly in light of the potential impact of the COVID-19
pandemic on patient enrollment and clinical site closures;
having patients complete a clinical trial or return for post-treatment follow-up;
clinical sites deviating from clinical trial protocol or dropping out of a clinical trial;
addressing subject safety concerns that arise during the course of a clinical trial;
adding a sufficient number of clinical trial sites;
obtaining sufficient quantities of product candidate for use in preclinical studies or clinical trials from third-party suppliers; or
accessing third-party products or product candidates for use in combination with our product candidates in preclinical studies or clinical trials,
including third-party product candidates that have not yet been approved by the FDA.
We and our strategic collaborators, such as GSK, may experience numerous adverse or unforeseen events during, or as a result of, preclinical studies and clinical
trials that could delay or prevent our ability to receive marketing approval or commercialize our product candidates, including:
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we may receive feedback from regulatory authorities that requires us to modify the design of our clinical trials;
clinical trials of our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct
additional clinical trials or abandon our development programs;
the number of patients required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may
be slower than we anticipate or participants may drop out of these clinical trials at a higher rate than we anticipate;
we or our third-party contractors may fail to comply with regulatory requirements, fail to maintain adequate quality controls, or be unable to
produce sufficient product supply to conduct and complete preclinical studies or clinical trials of our product candidates in a timely manner, or at
all;
we or our investigators might have to suspend or terminate clinical trials of our product candidates for various reasons, including non-compliance
with regulatory requirements, a finding that our product candidates have undesirable side effects or other unexpected characteristics, or a finding
that the participants are being exposed to unacceptable health risks;
the cost of clinical trials of our product candidates may be greater than we anticipate;
the quality of our product candidates or other materials necessary to conduct preclinical studies or clinical trials of our product candidates may be
insufficient or inadequate;
regulators may revise the requirements for approving our product candidates, or such requirements may not be as we anticipate; and
collaborators, such as GSK, may conduct clinical trials in ways they view as advantageous to them but that are suboptimal for us.
If we or our strategic collaborators, such as GSK, are required to conduct additional clinical trials or other testing of our product candidates beyond those that we
currently contemplate, if we are unable to successfully complete clinical trials of our product candidates or other testing, if the results of these trials or tests are not
positive or are only moderately positive or if there are safety concerns, we may:
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incur unplanned costs;
be delayed in obtaining marketing approval for our product candidates or not obtain marketing approval at all;
obtain marketing approval in some countries and not in others;
obtain marketing approval for indications or patient populations that are not as broad as intended or desired;
obtain marketing approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;
be subject to additional post-marketing testing requirements, which could be expensive and time-consuming; or
have the treatment removed from the market after obtaining marketing approval.
We and our strategic collaborators, such as GSK, could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in
which such trials are being conducted, by the Data Safety Monitoring Board, or DSMB, for such trial or by the FDA or another comparable foreign regulatory
authority. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with
regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the
imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product candidate, changes in
governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. In addition, changes in regulatory requirements and
policies may occur, and we may need to amend clinical trial protocols to comply with these changes. Amendments may require us to resubmit our clinical trial
protocols to IRBs for reexamination, which may impact the costs, timing or successful completion of a clinical trial.
Further, conducting clinical trials in foreign countries, as we may do for certain of our product candidates, presents additional risks that may delay completion of
our clinical trials. These risks include the possibility that we could be required to conduct additional preclinical studies before initiating any clinical trials, the
failure of enrolled patients in foreign countries to adhere to clinical protocol as a result of differences in healthcare services or cultural customs, managing
additional administrative burdens associated with comparable foreign regulatory schemes, as well as political and economic risks relevant to such foreign countries.
Principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and may receive cash or equity compensation in
connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, or a regulatory authority
concludes that the financial relationship may have affected the interpretation of the clinical trial, the integrity of the data generated at the applicable clinical trial
site may be questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay or rejection of the marketing application we
submit. Any such delay or rejection could prevent or delay us from commercializing our current or future product candidates.
If any of our preclinical studies or clinical trials of our product candidates are delayed or terminated, the commercial prospects of our product candidates may be
harmed, and our ability to ultimately generate revenues from any of these product candidates will be delayed or not realized at all. In addition, any delays in
completing our clinical trials may increase our costs, slow down our product candidate development and regulatory approval process and jeopardize our ability to
commence product sales and generate revenues. Any of these occurrences may significantly harm our business, financial condition, results of operations and
prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial
of regulatory approval of our product candidates. If our product candidates and any future product candidates prove to be ineffective, unsafe or commercially
unviable, our entire platform and approach would have little, if any, value, which would have a material adverse effect on our business, financial condition, results
of operations and prospects.
Furthermore, the results of preclinical studies and clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. Product
candidates in later stages of clinical trials may fail to show the desired safety and efficacy despite having progressed through preclinical studies and initial clinical
trials. Furthermore, for some of our programs, in the future we intend to conduct basket trials, which will be designed to include multiple clinically defined
populations under one investigational protocol, although each population is enrolled and analyzed separately. A basket trial design could potentially decrease the
time to study new populations by decreasing administrative burden, however, these trials may not provide opportunities for accelerated regulatory pathways, and do
not overcome limitations to extrapolating data from the experience in one disease to other diseases, because safety and efficacy results in each indication are
analyzed separately. Accordingly, clinical success in a basket trial, or any trial in one indication, may not predict success in another indication. In contrast, in the
event of an adverse safety issue, clinical hold, or other adverse finding in one or more indications being tested, such event could adversely affect our trials in the
other indications and may delay or prevent completion of the clinical trials. A number of companies in the pharmaceutical, biopharmaceutical and biotechnology
industries have suffered significant setbacks in advanced clinical trials for similar indications that we are pursuing due to lack of efficacy or adverse safety profiles,
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notwithstanding promising results in earlier studies, and we cannot be certain that we will not face similar setbacks. Even if our clinical trials are completed, the
results may not be sufficient to obtain regulatory approval of any products.
Synthetic lethality represents an emerging class of precision medicine targets, and negative perceptions of the efficacy, safety or tolerability of this class of
targets, including any that we develop, could adversely affect our ability to conduct our business, advance our product candidates or obtain regulatory
approvals.
Aside from PARP inhibitors, such as Lynparza, Rubraca, Zejula and Talzenna, no synthetic lethality small molecule inhibitor therapeutics have been approved to
date by the FDA or other comparable regulators. AEs in future clinical trials of our product candidates or in clinical trials of others developing similar products and
the resulting publicity, as well as any other AEs in the field of synthetic lethality, or other products that are perceived to be similar to synthetic lethality, such as
those related to gene therapy or gene editing, could result in a decrease in the perceived benefit of one or more of our programs, increased regulatory scrutiny,
decreased confidence by patients and CROs in our product candidates, and less demand for any product that we may develop. Our substantial pipeline of synthetic
lethality small molecule inhibitor product candidates could result in a greater quantity of reportable AEs or other reportable negative clinical outcomes,
manufacturing reportable events or material clinical events that could lead to clinical delays or holds by the FDA or applicable regulatory authority or other clinical
delays, any of which could negatively impact the perception of one or more of our synthetic lethality programs, as well as our business as a whole. In addition,
responses by U.S. federal, state or foreign governments to negative public perception may result in new legislation or regulations that could limit our ability to
develop any product candidates or commercialize any approved products, obtain or maintain regulatory approval, or otherwise achieve profitability. More
restrictive statutory regimes, government regulations, or negative public opinion would have an adverse effect on our business, financial condition, results of
operations, and prospects, and may delay or impair the development of our product candidates and commercialization of any approved products or demand for any
products we may develop.
Tissue-type agnostic basket trials are an emerging clinical approach, that may result in delays in clinical development, additional regulatory requirements and
delays in, or the prevention of, our ability to obtain regulatory approval or commercialize our product candidates.
We initiated a Phase 1/2 tissue-type agnostic basket trial with darovasertib in June 2019, and may also utilize a basket trial approach in clinical trials for other
product candidates. Basket trials allow us to evaluate the safety and efficacy of a product candidate in a variety of tumor types with a specific molecular profile. We
believe that this clinical approach provides many benefits, however, there are limited precedents, and as a result, there a number of inherent risks.
There is limited precedent for the FDA and foreign regulatory authorities to review and grant tissue-type agnostic approvals. Furthermore, as clinical trials
increasingly use classification of tumors by molecular profiling, the FDA or other regulatory authority may change or issue guidance or adopt a policy that
adversely affects requirements for basket trials. In the event that such guidance or policy has an effect on any of our protocols or trials, as the case may be, it may
result in the delay of clinical development, or require us to conduct additional preclinical studies or clinical trials.
Even if we obtain a tissue-type agnostic approval for one or more of our product candidates, there is limited precedent for obtaining reimbursement. Third-party
payors may reimburse at different levels across tumor tissue types and indicates, or not at all.
We may find it difficult to enroll patients in our clinical trials given the limited number of patients who have the diseases for which our product candidates are
being developed. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely
affected.
The timely completion of clinical trials in accordance with their protocols depends, among other things, on our and our collaboration partners’, such as GSK, ability
to enroll a sufficient number of patients who remain in the clinical trial until its conclusion. We may experience difficulties in patient enrollment in our clinical
trials for a variety of reasons. The enrollment of patients depends on many factors, including:
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the patient eligibility and exclusion criteria defined in the protocol;
the size and nature of the patient population required for analysis of the clinical trial’s primary endpoints;
the proximity of patients to clinical trial sites;
the design of the clinical trial;
the risk that enrolled patients will not complete a clinical trial;
our ability to recruit clinical trial investigators with the appropriate competencies and experience;
clinical trial investigators’ willingness to continue enrolling patients and patients' willingness to complete protocol assessments during the COVID-
19 pandemic;
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clinicians’ and patients’ perceptions as to the safety of the product candidate;
clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies,
including any new therapies that may be approved for the indications we are investigating as well as any drugs under development; and
our ability to obtain and maintain patient consents.
We will be required to identify and enroll a sufficient number of patients for each of our clinical trials. Potential patients for any planned clinical trials may not be
adequately diagnosed or identified with the diseases which we are targeting or may not meet the entry criteria for such trials. We also may encounter difficulties in
identifying and enrolling patients with a stage of disease appropriate for our planned clinical trials and monitoring such patients adequately during and after
treatment. We may not be able to initiate or continue clinical trials if we are unable to locate a sufficient number of eligible patients to participate in the clinical
trials required by the FDA or a comparable foreign regulatory authority. In addition, the process of finding and diagnosing patients may prove costly.
In addition, our clinical trials may compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this
competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to
enroll in a trial being conducted by one of our competitors. As a result of the COVID-19 pandemic, competition for potential patients in our trials is further
exacerbated as a result of multiple clinical site closures. Since the number of qualified clinical investigators is already limited, we may conduct some of our clinical
trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such
clinical trial site.
Furthermore, certain conditions for which we plan to evaluate our current development candidates are rare diseases, such as metastatic uveal melanoma, with
limited patient pools from which to draw for clinical trials. For example, one of our product candidates, darovasertib, is currently being evaluated in a Phase 1/2
basket trial that we initiated in June 2019 to evaluate darovasertib in solid tumors harboring GNAQ/GNA11 hotspot mutations in metastatic uveal melanoma, and
potentially in other solid tumors such as cutaneous melanoma and colorectal cancer. The timing of our clinical trials depends, in part, on the speed at which we can
recruit patients to participate in our trials, as well as completion of required follow-up periods. The eligibility criteria of our clinical trials, once established, will
further limit the pool of available trial participants.
In addition, our clinical trials may be affected by the COVID-19 pandemic. Clinical site initiation and patient enrollment may be delayed. Several of our sites
halted new enrollment for several months in 2020 before resuming enrollment. Some patients may not be able or willing to comply with clinical trial protocols, and
data collected may be incomplete, if quarantines impede patient movement or interrupt healthcare services. Similarly, the ability to recruit and retain patients, and
principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19, may be delayed or disrupted, which may adversely
impact our clinical trial operations.
If patients are unwilling to participate in our clinical trials for any reason, including the existence of other approved therapies or concurrent clinical trials for similar
patient populations, if they are unwilling to enroll in a clinical trial with a placebo-controlled design, or we otherwise have difficulty enrolling a sufficient number
of patients, the timeline for recruiting patients, conducting studies and obtaining regulatory approval of our product candidates may be delayed. Our inability to
enroll a sufficient number of patients for any of our future clinical trials would result in significant delays or may require us to abandon one or more clinical trials
altogether. In addition, we expect to rely on CROs and clinical trial sites to ensure proper and timely conduct of our future clinical trials and, while we intend to
enter into agreements governing their services, we will have limited influence over their actual performance.
We cannot assure you that we will not experience delays in enrollment, which would result in the delay of completion of such trials beyond our expected timelines.
Our product candidates or any future product candidates may be associated with undesirable side effects or AEs that could delay or prevent their regulatory
approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.
As with most pharmaceutical products, use of our product candidates could be associated with side effects or AEs which can vary in severity from minor reactions
to death and in frequency from infrequent to prevalent. Undesirable side effects or unacceptable toxicities caused by our product candidates could cause us or
regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or
a comparable foreign regulatory authority. Results of our clinical trials could reveal a high and unacceptable severity and prevalence of these or other side effects.
Furthermore, certain of our product candidates, such as darovasertib, may be co-administered with third-party approved or experimental therapies, such as
binimetinib or crizotinib in the combination arms of our Phase 1/2 clinical trial. These combinations may have additional side effects. The uncertainty resulting
from the use of our product candidates in combination with other therapies may make it difficult to accurately predict side effects in future clinical trials.
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To date, only two of our product candidates, IDE397 and darovasertib, have been tested in clinical trials, including an ongoing Phase 1 clinical trial of IDE397 and
an ongoing Phase 1 clinical trial and an ongoing Phase 1/2 clinical trial of darovasertib, and they have been observed to be generally well tolerated, with certain
drug-related SAEs and AEs being reported for darovasertib, as monotherapy and in combination with binimetinib and in combination with crizotinib.
If unacceptable side effects arise in the further development of darovasertib, including in combination with binimetinib or crizotinib, in the further development of
IDE397, or in the development of any of our other product candidates, we, the FDA, or the IRBs at the institutions in which the clinical trials are being conducted
could suspend or terminate our clinical trials or the FDA or a comparable foreign regulatory authority could order us to cease clinical trials or deny approval of our
product candidates for any or all targeted indications. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to
complete any of our clinical trials or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by
the treating medical staff. We expect to have to train medical personnel using our product candidates to understand the side effect profiles for our clinical trials and
upon any commercialization of any of our product candidates. Inadequate training in recognizing or managing the potential side effects of our product candidates
could result in patient injury or death. Any of these occurrences may harm our business, financial condition, results of operations and prospects significantly.
In addition, even if we successfully advance our product candidates or any future product candidates into and through clinical trials, such trials will likely only
include a limited number of patients and limited duration of exposure to our product candidates. As a result, we cannot be assured that adverse effects of our
product candidates will not be uncovered when a significantly larger number of patients are exposed to the product candidate. Further, any clinical trials may not be
sufficient to determine the effect and safety consequences of taking our product candidates over a multi-year period.
If any of our product candidates receives marketing approval and we or others later identify undesirable side effects caused by such products, a number of
potentially significant negative consequences could result, including:
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regulatory authorities may withdraw their approval of the product;
we may be required to recall a product or change the way such product is administered to patients;
additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component
thereof;
regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication;
we may be required to implement a Risk Evaluation and Mitigation Strategy, or REMS, or create a Medication Guide outlining the risks of such
side effects for distribution to patients;
we could be sued and held liable for harm caused to patients;
the product may become less competitive; and
our reputation may suffer.
Any of the foregoing events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and result in the
loss of significant revenues to us, which would adversely affect our business, financial condition, results of operations and prospects. In addition, if one or more of
our product candidates prove to be unsafe, our entire technology platform and pipeline could be affected, which would have a material adverse effect on our
business, financial condition, results of operations and prospects.
If we are unable to successfully develop molecular diagnostics for biomarkers that enable patient selection and/or that demonstrate drug-target interaction, or
experience significant delays in doing so, we may not realize the full commercial potential of our product candidates.
A key component of our strategy includes the use of molecular diagnostics to guide patient selection and/or to confirm target engagement of our product
candidates. In some cases, a diagnostic may be commercially available, for example, on a tumor-profiling panel. If not already commercially available, we may
collaborate with diagnostic companies for the development of biomarkers associated with our product candidates. We may have difficulty in establishing or
maintaining such development relationships, and we will face competition from other companies in establishing these collaborations.
There are also several risks associated with biomarker identification and validation. We, in collaboration with any diagnostic partners, may not be able to identify
predictive biomarkers or pharmacodynamic biomarkers for one or more of our programs. We may not be able to validate potential biomarkers (e.g., certain genetic
mutations) or their functional relevance preclinically in relevant in vitro or in vivo models. Data analytics and information from databases that we rely on for
identifying or validating some of our biomarker-target relationships may not accurately reflect potential patient populations. Potential biomarkers, even if validated
preclinically, may not be functionally effective or validated in human clinical trials.
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If we, in collaboration with these parties, are unable to successfully develop companion diagnostics for our product candidates, or experience delays in doing so,
the development of our product candidates may be adversely affected. The development of companion diagnostic products requires a significant investment of
working capital, and may not result in any future income. This could require us to raise additional funds, which could dilute our current investors or impact our
ability to continue our operations in the future.
There are also risks associated with diagnostics that are commercially available, including that we may not have access to reliable supply for such diagnostics.
The failure to obtain required regulatory approvals for any companion diagnostic tests that we may pursue may prevent or delay approval of our product
candidates. Moreover, the commercial success of any of our product candidates may be tied to the regulatory approval, market acceptance and continued
availability of a companion diagnostic.
The FDA regulates in vitro companion diagnostics as medical devices that will likely be subject to and require prospective validation in clinical trials in
conjunction with the clinical trials for our product candidates, and which will require regulatory clearance or approval prior to commercialization. We plan to
collaborate with third parties for the development, testing and manufacturing of these companion diagnostics, the application for and receipt of any required
regulatory clearances or approvals, and the commercial supply of these companion diagnostics. Our third-party collaborators may fail to obtain the required
regulatory clearances or approvals, which could prevent or delay approval of our product candidates. In addition, the commercial success of any of our product
candidates may be tied to and dependent upon the receipt of required regulatory clearances or approvals of the companion diagnostic.
Even if a companion diagnostic is approved, we will rely on the continued ability of any third-party collaborator to make the companion diagnostic commercially
available to us on reasonable terms in the relevant geographies. Furthermore, if commercial tumor profiling panels are not able to be updated to include additional
tumor-associated genes, or if clinical oncologists do not incorporate molecular or genetic sequencing into their clinical practice, we may not be successful in
developing or commercializing our existing product candidates or any future product candidates.
Interim, “topline” and preliminary data from our clinical trials may differ materially from the final data.
From time to time, we may publicly disclose preliminary or “topline” data from our clinical trials, which are based on a preliminary analysis of then-available data,
and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial.
We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully
and carefully evaluate all data. As a result, the topline results that we report may differ from future results of the same clinical trials, or different conclusions or
considerations may qualify such topline results, once additional data have been received and fully evaluated. Topline data also remain subject to audit and
verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, topline data
should be viewed with caution until the final data are available. From time to time, we may also disclose interim data from our clinical trials. Interim data from
clinical trials are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become
available. Adverse differences between preliminary or interim data and final data could significantly harm our business, financial condition, results of operations
and prospects.
Others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the
importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or
product and the value of our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is typically
a summary of extensive information, and you or others may not agree with what we determine is the material or otherwise appropriate information to include in our
disclosure, and any information we determine not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or
otherwise regarding a particular product, product candidate or our business. If the topline data that we report differ from actual results, or if others, including
regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which
could harm our business, financial condition, operating results and prospects.
We may be unable to obtain regulatory approval for our product candidates or any future product candidates. The denial or delay of such approval would
prevent or delay commercialization of our product candidates and adversely impact our business, financial condition, operating results and prospects.
The process of obtaining regulatory approval is expensive, often takes many years following the commencement of clinical trials and can vary substantially based
upon the type, complexity and novelty of the product candidates involved, as well as the target indications and patient population. Approval policies or regulations
may change, and the FDA has substantial discretion in the drug approval process, including the ability to delay, limit or deny approval of a product candidate for
many reasons. Despite the time and expense invested in clinical development of product candidates, regulatory approval is never
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guaranteed. Neither we nor any collaborator, such as GSK or any future collaborator, is permitted to market any of our product candidates in the United States until
we receive approval of an NDA from the FDA.
Prior to obtaining approval to commercialize a product candidate in the United States, we or our collaborators must demonstrate with substantial evidence from
adequate and well-controlled clinical trials, and to the satisfaction of the FDA, that such product candidates are safe and effective for their intended uses. Foreign
regulatory authorities may require a similar demonstration before we can obtain approval to commercialize a product candidate abroad. Results from preclinical
studies and clinical trials can be interpreted in different ways. Even if we believe the preclinical or clinical data for our product candidates are promising, such data
may not be sufficient to support approval by the FDA or comparable foreign regulatory authorities. The FDA or a comparable foreign regulatory authority, as the
case may be, may also require us to conduct additional preclinical studies or clinical trials for our product candidates either prior to or post-approval, or may object
to elements of our clinical development program.
The FDA or a comparable foreign regulatory authority can delay, limit or deny approval of a product candidate for many reasons, including:
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such authorities may disagree with the design or implementation of our clinical trials;
negative or ambiguous results from our clinical trials, or results may not meet the level of statistical significance required by the FDA or a
comparable foreign regulatory agency for approval;
serious and unexpected drug-related side effects may be experienced by participants in our clinical trials or by individuals using drugs similar to our
product candidates;
the population studied in the clinical trial may not be sufficiently broad or representative to assure safety in the full population for which we seek
approval;
such authorities may not accept clinical data from trials which are conducted at clinical facilities or in countries where the standard of care is
potentially different from that of the United States;
we are unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;
the FDA’s or the applicable comparable foreign regulatory agency’s non-approval of the formulation, labeling or specifications of our product
candidates or any of our future product candidates;
such authorities may disagree with our interpretation of data from preclinical studies or clinical trials;
such authorities could question the integrity of data obtained in our current or future clinical trials, for example, due to missed protocol procedures
due to the impact of the COVID-19 pandemic;
such authorities may not agree that the data collected from clinical trials of our product candidates are acceptable or sufficient to support the
submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere, and such authorities may impose
requirements for additional preclinical studies or clinical trials;
such authorities may disagree regarding the formulation, labeling and/or the specifications of our product candidates;
such authorities may only approve indications that are significantly more limited than what we apply for and/or with other significant restrictions on
distribution and use;
such authorities may find deficiencies in the manufacturing processes or facilities of our third-party manufacturers with which we or any of our
collaborators, such as GSK or any potential future collaborators, contract for clinical and commercial supplies; and
the approval policies or regulations of such authorities may significantly change in a manner rendering our or any of our collaborators’ clinical data
insufficient for approval.
With respect to foreign markets, approval procedures vary among countries and, in addition to the foregoing risks, may involve additional product testing,
administrative review periods and agreements with pricing authorities. In addition, events raising questions about the safety of certain marketed pharmaceuticals
may result in increased cautiousness by the FDA and comparable foreign regulatory authorities in reviewing new drugs based on safety, efficacy or other regulatory
considerations and may result in significant delays in obtaining regulatory approvals. Any delay in obtaining, or inability to obtain, applicable regulatory approvals
would prevent us or any of our collaborators, such as GSK or any potential future collaborators, from commercializing any products.
Of the large number of drugs in development, only a small percentage successfully complete the FDA or comparable foreign regulatory approval processes and are
commercialized. The lengthy approval process as well as the unpredictability of future
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clinical trial results may result in our failing to obtain regulatory approval to market our product candidates, which would significantly harm our business, financial
condition, results of operations and prospects.
Even if we eventually complete clinical trials and receive approval of an NDA or foreign marketing application for a product, the FDA or a comparable foreign
regulatory authority may grant approval contingent on the performance of costly additional clinical trials, including Phase 4 clinical trials, and/or the
implementation of a REMS, which may be required to ensure safe use of the drug after approval. The FDA or a comparable foreign regulatory authority also may
approve a product candidate for a more limited indication or patient population than we originally requested, and the FDA or a comparable foreign regulatory
authority may not approve the labeling that we believe is necessary or desirable for the successful commercialization of a product candidate. Any delay in
obtaining, or inability to obtain, applicable regulatory approval would delay or prevent commercialization of that product candidate and would materially adversely
impact our business and prospects.
We may develop our product candidates and future product candidates in combination with other therapies, and safety or supply issues with combination-use
products may delay or prevent development and approval of our product candidates.
We may develop our product candidates in combination with one or more cancer therapies, both approved and unapproved. Even if any product candidate we
develop were to receive marketing approval or be commercialized for use in combination with other existing therapies, we would continue to be subject to the risks
that the FDA or similar regulatory authorities outside of the United States could revoke approval of the therapy used in combination with our product candidates or
that safety, efficacy, manufacturing or supply issues could arise with these existing therapies. Combination therapies are commonly used for the treatment of cancer,
and we would be subject to similar risks if we develop any of our product candidates for use in combination with other drugs or for indications other than cancer.
Similarly, if the therapies we use in combination with our product candidates are replaced as the standard of care for the indications we choose for any of our
product candidates, the FDA or similar regulatory authorities outside of the United States may require us to conduct additional clinical trials. The occurrence of any
of these risks could result in our own products, if approved, being removed from the market or being less successful commercially.
We may also evaluate our product candidates in combination with one or more cancer therapies that have not yet been approved for marketing by the FDA or a
similar regulatory authority outside of the United States. We may be unable to effectively identify and collaborate with third parties for the evaluation of our
product candidates in combination with their therapies. We will not be able to market and sell any product candidate we develop in combination with any such
unapproved cancer therapies that do not ultimately obtain marketing approval. The regulations prohibiting the promotion of products for unapproved uses are
complex and subject to substantial interpretation by the FDA and other government agencies. In addition, there are additional risks similar to the ones described for
our products currently in development and clinical trials that result from the fact that such cancer therapies are unapproved, such as the potential for serious adverse
effects, delay in their clinical trials and lack of FDA approval.
If the FDA or a similar regulatory authority outside of the United States does not approve these other drugs or revokes approval of, or if safety, efficacy,
manufacturing, or supply issues arise with, the drugs we choose to evaluate in combination with any product candidate we develop, we may be unable to obtain
approval of or market such product.
Although we may apply for orphan drug designation for our product candidates, we may not receive the designation or we may be unable to obtain the benefits
associated with such designation, including the potential for marketing exclusivity
Regulatory authorities in some jurisdictions, including the United States and Europe, may designate drugs for relatively small patient populations as orphan drugs.
In the United States, the FDA may designate a drug as an orphan drug if it is a drug intended to treat a rare disease or condition, which is generally defined as a
patient population of fewer than 200,000 individuals in the United States, or a patient population greater than 200,000 in the United States where there is no
reasonable expectation that the cost of developing the drug will be recovered from sales in the United States. In the United States, orphan drug designation entitles
a party to financial incentives such as opportunities for grant funding, tax credits for certain clinical trial costs and user-fee waivers. If a drug with an orphan drug
designation subsequently receives the first marketing approval for the indication for which it has such designation, the drug is entitled to a period of marketing
exclusivity, which precludes the FDA from approving another marketing application for the same drug and indication for seven years, except in limited
circumstances.
Although we may apply for orphan drug designation for our product candidates, we may not receive the designation we apply for. Even if we received orphan drug
designation for one or more of our product candidates, there is no guarantee that we will obtain approval or orphan drug exclusivity for the product. Even if we
obtain approval and orphan drug exclusivity for any of our product candidates, that exclusivity may not effectively protect the product candidate from competition
because different therapies can be approved for the same condition and the same therapy could be approved for different conditions. Even after an orphan drug is
approved, the FDA can subsequently approve the same drug for the same condition if the FDA concludes that the later drug is clinically superior in that it is shown
to be safer, more effective or makes a major contribution to patient care. In addition, a designated orphan drug may not receive orphan drug exclusivity if it is
approved for a use that
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is broader than the indication for which it received orphan designation. Moreover, orphan drug exclusive marketing rights in the United States may be lost if the
FDA later 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. Orphan drug designation neither shortens the development time or regulatory review time of a drug nor gives
the drug any advantage in the regulatory review or approval process. While we may seek additional orphan drug designations for applicable indications for our
current and any future product candidates, we may never receive such designations. Even if we do receive such designations, there is no guarantee that we will
enjoy the benefits of those designations.
A breakthrough therapy designation by the FDA for our product candidates may not lead to a faster development or regulatory review or approval process, and
it does not increase the likelihood that our product candidates will obtain marketing approval.
We may seek a breakthrough therapy designation for some of our product candidates. A breakthrough therapy is defined as a drug that is intended, alone or in
combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may
demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in
clinical development. For drugs and biologics that have been designated as breakthrough therapies, interaction and communication between the FDA and the
sponsor of the clinical trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective
control regimens. Drugs designated as breakthrough therapies by the FDA are also eligible for accelerated approval. For some of our programs for which we intend
to conduct basket trials, which will be designed to include multiple clinically defined populations under one investigational protocol though each population is
enrolled and analyzed separately, we may not be eligible for accelerated approval.
Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if we believe one of our product candidates meets the criteria for
designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of a breakthrough
therapy designation for a product candidate may not result in a faster development process, review or approval compared to drugs considered for approval under
conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of our drug candidates qualify as breakthrough
therapies, the FDA may later decide that the products no longer meet the conditions for qualification or decide that the time period for FDA review or approval will
not be shortened.
We face significant competition in an environment of rapid technological and scientific change, and our failure to effectively compete may prevent us from
achieving significant market penetration. Most of our competitors have significantly greater resources than we do and we may not be able to successfully
compete.
The biotechnology and pharmaceutical industries in particular are characterized by rapidly advancing technologies, intense competition and a strong emphasis on
developing proprietary therapeutics. We compete with a variety of multinational biopharmaceutical companies and specialized biotechnology companies, as well as
technology being developed at universities and other research institutions. Our competitors have developed, are developing or will likely develop product
candidates and processes competitive with our product candidates. Competitive therapeutic treatments include those that have already been approved and accepted
by the medical community and any new treatments that enter the market. We believe that a significant number of product candidates are currently under
development, and may become commercially available in the future, for the treatment of diseases and other conditions for which we may try to develop product
candidates. Our competitors may obtain regulatory approval of their products more rapidly than we may or may obtain patent protection or other intellectual
property rights that limit our ability to develop or commercialize our product candidates. We believe that while our precision medicine target and biomarker
discovery platform and our scientific and technical know-how give us a competitive advantage in this space, competition from many sources remains. Our
competitors include larger and better funded biopharmaceutical, biotechnological and oncology therapeutics companies, as well as universities and other research
institutions.
Our commercial opportunity and success will be reduced or eliminated if competing products emerge that are safer, more effective, or less expensive than the
therapeutics we develop. Our competitors may develop drugs that are more effective, more convenient, more widely used and less costly or have a better safety
profile than our products and these competitors may also be more successful than us in manufacturing and marketing their products.
Although we believe that darovasertib is currently the most advanced small molecule PKC inhibitor for genetically-defined cancers having GNAQ or GNA11 gene
mutations in clinical trials, others may receive approval for competitive products before we do. If any of our product candidates are approved, they will compete
with a range of therapeutic treatments that are either in development or currently marketed. For darovasertib, our small molecule inhibitor targeting PKC in
genetically-defined solid tumors having GNAQ or GNA11 mutations or other genetic alterations that activate the PKC signaling pathway, other companies are
actively developing therapeutics directed to PKC as a target for solid tumors. MingSight is developing a PKC beta inhibitor in chronic lymphocytic leukemia and
diabetic macular edema, both in Phase 1 studies. Varian Biopharmaceuticals is advancing a preclinical-stage atypical PKC iota inhibitor, including as a
dermatologic gel formulation for potential topical treatment of Basal Cell Carcinoma, or BCC. We are aware of other companies that are
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conducting research and development of potential therapies for metastatic uveal melanoma based on other targets and approaches. For example, Immunocore is
developing IMCgp100 (tebentafusp), also known under its branded name of Kimmtrak, Kimmtrak was approved by the FDA in January 2022 for the treatment of
HLA-A*02:01-positive unresectable or metastatic uveal melanoma. Immunocore has disclosed in regulatory filings that of the approximately 5,000 to 6,000
estimated new cases of primary uveal melanoma per annum, there is an estimated addressable patient population of 1,000 patients per annum which have metastatic
uveal melanoma that are HLA-A*02:01-positive and will be eligible for treatment with Kimmtrak. For our pipeline of small molecule therapeutics based on
synthetic lethality, potential competition includes established companies as well as earlier-stage emerging biotechnology companies. Multiple companies have been
involved with research and development of PARP inhibitors, including AstraZeneca (Lynparza), Clovis (Rubraca), GSK (Zejula), and Pfizer (Talzenna). With
respect to our MAT2A inhibitor for solid tumors having MTAP gene deletion, Servier is developing AG-270 in a Phase 1 clinical trial for certain advanced solid
tumors or lymphoma. Additionally, several other early-stage companies, including Anticancer Bioscience, Artios, Breakpoint, Cyteir, Foghorn, FoRx, KSQ,
MetaboMed, Mirati, NeoMed, Repare, Ribon, Ryvu, Silicon (a part of Roivant), Tango, Vividion and Zai Lab are performing research in synthetic lethality.
Development decisions and data from clinical trials of our competitors may adversely impact clinical development of our product candidates, and may additionally
or alternatively have a material adverse impact on our financial condition or business prospects.
Furthermore, we also face competition more broadly across the market for cost-effective and reimbursable cancer treatments. The most common methods of
treating patients with cancer are surgery, radiation and drug therapy, including chemotherapy, hormone therapy and targeted drug therapy or a combination of such
methods. There are a variety of available drug therapies marketed for cancer. In many cases, these drugs are administered in combination to enhance efficacy. Some
of these drugs are branded and subject to patent protection, and others are available on a generic basis. Insurers and other third-party payors may also encourage the
use of generic products or specific branded products. We expect that if our product candidates are approved, they will be priced at a significant premium over
competitive generic, including branded generic, products. As a result, obtaining market acceptance of, and a gaining significant share of the market for, any of our
product candidates that we successfully introduce to the market will pose challenges. In addition, many companies are developing new therapeutics, and we cannot
predict what the standard of care will be as our product candidates progress through clinical development.
In some cases we may also develop diagnostics to enable relevant biomarker screening for clinical and commercial purposes in connection with our product
candidates. If not already commercially available, we anticipate working in collaboration with diagnostic companies for this development, and we will face
competition from other companies in establishing these collaborations. Our competitors will also compete with us in recruiting and retaining qualified scientific,
management and commercial personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies
complementary to, or necessary for, our programs.
Many of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and supply resources or experience than we do. If we
successfully obtain approval for any product candidate, we will face competition based on many different factors, including the safety and effectiveness of our
products, the ease with which our products can be administered and the extent to which patients accept relatively new routes of administration, the timing and
scope of regulatory approvals for these products, the availability and cost of manufacturing, marketing and sales capabilities, price, coverage, reimbursement and
patent position. Competing products could present superior treatment alternatives, including by being more effective, safer, less expensive or marketed and sold
more effectively than any products we may develop. Competing products may make any products we develop obsolete or noncompetitive before we recover the
expense of developing and commercializing our product candidates. Such competitors could also recruit our employees, which could negatively impact our level of
expertise and our ability to execute our business plan.
We expect to expand our development and regulatory capabilities and potentially implement sales and distribution capabilities, and as a result, we will need to
increase the size of our organization, and we may experience difficulties in managing growth.
As of December 31, 2021, we had 81 employees. We will need to continue to expand our managerial, operational, finance and other resources in order to manage
our operations and clinical trials, continue our development activities, submit for regulatory approval and, if approved, commercialize our product candidates or
any future product candidates. Our management and personnel, systems and facilities currently in place may not be adequate to support this future growth. Our
need to effectively execute our growth strategy requires that we:
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manage our preclinical studies and clinical trials effectively;
identify, recruit, retain, incentivize and integrate additional employees, including sales personnel;
manage our internal development and operational efforts effectively while carrying out our contractual obligations to third parties; and
continue to improve our operational, financial and management controls, reports systems and procedures.
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There is no assurance that any of these increases in scale, expansion of personnel, equipment, software and computing capacities, or process enhancements will be
successfully implemented, or that we will have adequate space in our laboratory facilities to accommodate such required expansion.
We currently have no sales organization. If we are unable to establish sales capabilities on our own or through third parties, we may not be able to market and
sell any products effectively, if approved, or generate product revenue.
We currently do not have a marketing or sales organization. In order to commercialize any product, if approved, in the United States and foreign jurisdictions, we
must build our 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. In advance of any of our product candidates receiving regulatory approval, we expect to establish a sales organization with
technical expertise and supporting distribution capabilities to commercialize each such product candidate, which will be expensive and time-consuming. We have
no prior experience in the marketing, sale and distribution of pharmaceutical products, and there are significant risks involved in building and managing a sales
organization, including our ability to hire, retain, and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and
marketing personnel, and effectively manage a geographically dispersed sales and marketing team. Any failure or delay in the development of our internal sales,
marketing and distribution capabilities would adversely impact the commercialization of these products. Under our GSK Collaboration Agreement, GSK will be
responsible for commercialization of any MAT2A (if GSK exercises the Option and obtains HSR Clearance thereof), POLQ, or WRN products. We may choose to
collaborate with additional 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 on acceptable terms or at all, we may not be
able to successfully commercialize our product candidates. If we are not successful in commercializing products, either on our own or through arrangements with
one or more third parties, we may not be able to generate any future product revenue and we would incur significant additional losses.
If we fail to attract and retain senior management and key scientific personnel, our business may be materially and adversely affected.
Our success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel. We are highly
dependent upon our senior management, particularly our President and Chief Executive Officer, as well as our senior scientists and other members of our senior
management team. The loss of services of any of these individuals could delay or prevent the successful development of any products, initiation or completion of
our planned clinical trials or the commercialization of our product candidates or any other product candidates.
Competition for qualified personnel in the biotechnology and biopharmaceutical fields is intense due to the limited number of individuals who possess the skills
and experience required by our industry. We will need to hire additional personnel as we expand our clinical development and if we initiate commercial activities.
We may not be able to attract and retain quality personnel on acceptable terms, or at all. In addition, to the extent we hire personnel from competitors, we may be
subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, or that their former
employers own their research output.
Our employees and independent contractors, including principal investigators, consultants, collaborators, service providers and other vendors may engage in
misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have an adverse effect on our
results of operations.
We are exposed to the risk that our employees and independent contractors, including principal investigators, consultants, collaborators, service providers and other
vendors may engage in misconduct or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or other
unauthorized activities that violate: the laws and regulations of the FDA and other similar regulatory bodies, including those laws that require the reporting of true,
complete and accurate information to such regulatory bodies; manufacturing standards; U.S. federal and state healthcare fraud and abuse laws, data privacy and
security laws and other similar non-U.S. laws; or laws that require the true, complete and accurate reporting of financial information or data. Activities subject to
these laws also involve the improper use or misrepresentation of information obtained in the course of clinical trials, the creation of fraudulent data in our
preclinical studies or clinical trials, or illegal misappropriation of product, which could result in regulatory sanctions and cause serious harm to our reputation. It is
not always possible to identify and deter misconduct by employees and other third-parties, and 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 be in compliance with such laws or regulations. In addition, we are subject to the risk that a person or government could allege such fraud or other
misconduct, even if none occurred. 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 and financial results, including, without limitation, the imposition of significant civil, criminal and
administrative penalties, damages, monetary fines, disgorgement, possible exclusion from participation in Medicare, Medicaid and other U.S. federal healthcare
programs or healthcare programs in other jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, individual
imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and
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future earnings and curtailment of our operations, any of which could adversely affect our business, financial condition, results of operations and prospects.
Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws and
regulations, which can be expensive and restrict how we do business.
Our research and development activities and our third-party manufacturers’ and suppliers’ activities involve the controlled storage, use and disposal of hazardous
materials owned by us, including the components of our product candidates and other hazardous compounds. We and any third-party manufacturers and suppliers
we engage are subject to numerous federal, state and local environmental, health and safety laws, regulations and permitting requirements, including those
governing laboratory procedures; the generation, handling, use, storage, treatment, and disposal of hazardous and regulated materials and wastes; the emission and
discharge of hazardous materials into the ground, air and water; and employee health and safety. Our operations involve the use of hazardous and flammable
materials, including chemicals and biological and radioactive materials. Our operations also produce hazardous waste. In some cases, these hazardous materials and
various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and disposal. We generally contract with third parties for
the disposal of these materials and wastes. We cannot eliminate the risk of contamination, which could cause an interruption of our research and development
efforts, commercialization efforts and business operations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations
governing the use, storage, handling and disposal of these materials and specified waste products.
Although we believe that the safety procedures utilized by our third-party manufacturers for handling and disposing of these materials generally comply with the
standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these
materials. Under certain environmental laws, we could be held responsible for costs relating to any contamination at our current or past facilities and at third-party
facilities. In such an event, we may be held liable for any resulting damages and such liability could exceed our resources and state or federal or other applicable
authorities may curtail our use of certain materials and/or interrupt our business operations. Furthermore, environmental laws and regulations are complex, change
frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.
Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our
research, product development and manufacturing efforts. In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these
materials or wastes. Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees
resulting from the use of hazardous materials and pollution insurance to cover us for certain biological or hazardous waste exposure and contamination situations,
this insurance may not provide adequate coverage against potential liabilities. Accordingly, in the event of contamination or injury, we could be held liable for
damages or be penalized with fines in an amount exceeding our resources, and our clinical trials or regulatory approvals could be suspended, which could have a
material adverse effect on our business, financial condition, results of operations and prospects.
We attempt to distribute our technology, biology, execution and financing risks across a range of therapeutic classes, disease states, programs and technologies.
Due to the significant resources required for the development of our broad portfolio of programs, and depending on our ability to access capital, we must make
certain risk assessments and prioritize development of certain product candidates. Moreover, we may expend our limited resources to pursue a particular
product candidate and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
Our organization is committed to a broad approach to precision medicine that seeks to maximize our integrated biomarker and small molecule drug discovery
capabilities. Our current portfolio consists of multiple programs, extending across multiple classes of precision medicine, including direct targeting of oncogenic
pathways and synthetic lethality. Together, these programs require significant capital investment. The directly targeted therapy programs are at various stages of
preclinical and early clinical development, and our synthetic lethality programs are in the target identification, validation, lead optimization, and early clinical
stages of development. We seek to maintain a process of prioritization and resource allocation to maintain an optimal balance between advancing and expanding
our synthetic lethality and direct targeting programs. Because we have limited financial and managerial resources, we focus on specific product candidates,
indications and discovery programs. As a result, we may forgo or delay pursuit of opportunities with other product candidates that could have had 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. 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 collaborations, licenses and other similar arrangements in cases in which it would have been more advantageous for us to retain sole
development and commercialization rights to such product candidate.
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Furthermore, as our programs progress, we or others may determine: that certain of our risk allocation decisions were incorrect or insufficient; that we made
platform level technology mistakes; that individual programs or our approach to synthetic lethality or precision medicine in general has technology or biology risks
that were unknown or underappreciated; that our choices on how to build our organizational infrastructure to drive our expansion will result in an inability to
manufacture our products for clinical trials or otherwise impede our manufacturing capabilities; or that we have allocated resources in such a way that large
investments are not recovered and capital allocation is not subject to rapid re-direction. All of these risks may relate to our current or future precision medicine
programs or companion diagnostics, and in the event material decisions in any of these areas turn out to have been incorrect or under-optimized, we may
experience a material adverse impact on our business, financial condition, results of operations and prospects.
The COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease may materially and adversely affect our business and
operations, including the pace of enrollment in current or future clinical trials.
Outbreaks of epidemic, pandemic, or contagious diseases, such as the current novel coronavirus or, historically, the Ebola virus, Middle East Respiratory
Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could disrupt our business. For example, beginning in late 2019, the outbreak of a novel strain
of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has
evolved into a global pandemic. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of
International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The governors of California and over
forty other states, as well as mayors of many cities, ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and to stay
in their homes as much as possible. As of February 2022, the coronavirus has spread to most regions of the world and, although infection rates have recently
declined, the United States continues to experience outbreaks of COVID-19 and its variant strains, particularly in certain states. As states and localities increasingly
lift COVID-19 protocols, we will continue to monitor the extent and impact of the pandemic and, if the current economic conditions worsen or last for an extended
period of time, we could be forced to significantly scale back our business and growth plans, which could have a material adverse effect on our business, results of
operations and financial condition.
The COVID-19 pandemic is affecting the United States and global economies and may affect our operations and those of third parties on which we rely. Some of
these third parties have experienced shut-downs, supply chain and experimental study interruptions or slow-downs, and more third parties could experience such
shut-downs, interruptions or slow-downs. Individuals at our company or at such third parties could become ill, quarantined, or otherwise unable to work and/or
travel due to health reasons or governmental restrictions. We have requested that many of our personnel, including all of our administrative employees, work
remotely, restricting on-site staff to generally only those personnel and contractors who perform research activities. The COVID-19 pandemic could disrupt our
ability to secure supplies for our facilities and to provide personal protective equipment for our employees. The safety, health and well-being of our workforce is of
primary concern and we may need to enact further precautionary measures to help minimize the risk of our employees being exposed to the novel coronavirus.
Additionally, at the outset of the COVID-19 pandemic in March 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing
facilities. Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a
risk-based prioritization system. The FDA utilized this risk-based assessment system to assist in determining when and where it was safest to conduct prioritized
domestic inspections. Additionally, on April 15, 2021, the FDA issued a guidance document in which the FDA described its plans to conduct voluntary remote
interactive evaluations of certain drug manufacturing facilities and clinical research sites, among other facilities. According to the guidance, the FDA may request
such remote interactive evaluations where the FDA determines that remote evaluation would be appropriate based on mission needs and travel limitations. In May
2021, the FDA outlined a detailed plan to move toward a more consistent state of inspectional operations, and in July 2021, the FDA resumed standard inspectional
operations of domestic facilities and was continuing to maintain this level of operation as of September 2021. More recently, the FDA has continued to monitor and
implement changes to its inspectional activities to ensure the safety of its employees and those of the firms it regulates as it adapts to the evolving COVID-19
pandemic. Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic,
including providing guidance regarding the conduct of clinical trials. In addition, the COVID-19 pandemic may affect the operations of the FDA and other health
authorities, which could result in delays of reviews and approvals, including with respect to our product candidates. If global health concerns continue to prevent
the FDA or other regulatory authorities from conducting their regular operations, inspections, reviews or other regulatory activities, it could significantly impact the
ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our
business.
The evolving COVID-19 pandemic may also, directly or indirectly, impact the pace of enrollment and impose logistical and trial management constraints in current
or future clinical trials. Site initiation and patient enrollment may be delayed due to prioritization of hospital resources toward the COVID-19 pandemic, and
potential or enrolled patients may not be able or willing to comply with clinical trial protocols, whether due to quarantines impeding patient movement or
interrupting healthcare services, or due to potential or enrolled patient concerns regarding interactions with medical facilities or staff.
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Similarly, our ability to recruit and retain principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19, may be
delayed or disrupted, which may adversely impact our clinical trial operations.
While the COVID-19 pandemic did not materially adversely affect our business operations in the year ended December 31, 2021, economic and health conditions
in the United States and across most of the globe continue to change rapidly and may materially affect us economically. While the potential economic impact
brought by, and the duration of, COVID-19 may be difficult to assess or predict, a continuing widespread pandemic could result in significant disruption of global
financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction
resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. The global pandemic of COVID-19 continues to
rapidly evolve. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full
extent of potential delays or impacts on our business, our clinical trials, healthcare systems or the global economy as a whole. However, these effects could have a
material impact on our operations, and we will continue to monitor the COVID-19 situation closely.
We or the third parties upon whom we depend may be adversely affected by earthquakes or other natural disasters and our business continuity and disaster
recovery plans may not adequately protect us from a serious disaster.
Our corporate headquarters is located in the San Francisco Bay Area, which in the past has experienced both severe earthquakes and wildfires. We do not carry
earthquake insurance. Earthquakes, wildfires or other natural disasters could severely disrupt our operations, and have a material adverse effect on our business,
results of operations, financial condition and prospects.
If a natural disaster, power outage or other event, such as the COVID-19 pandemic, occurred that prevented us from using all or a significant portion of our
headquarters or other facilities, that damaged critical infrastructure, such as our enterprise financial systems or manufacturing resource planning and enterprise
quality systems, or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of
time. The disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster
or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which, particularly when
taken together with our lack of earthquake insurance, could have a material adverse effect on our business.
Furthermore, the third parties on which we depend, including suppliers, contract manufacturers and CROs are similarly vulnerable to natural disasters or other
sudden, unforeseen and serious adverse events. If such an event were to affect our supply chain, manufacturing arrangements or interfere with a preclinical study or
clinical trial, it could have a material adverse effect on our business.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability
due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely
affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between
Russia and Ukraine. On February 24, 2022, a military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military
conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital
markets, as well as operational interruptions for our research vendors. Such risks and disruptions may negatively impact our supply chain, manufacturing
arrangements, preclinical studies, clinical trials and our access to capital markets and ability to finance operations, which could have a materially adverse impact on
our results of operations, financial condition and prospects.
Risks Related to Our Dependence on Third Parties
The commercial success of our partnered product candidates in our MAT2A (if GSK successfully exercises the Option and obtains HSR Clearance thereof),
POLQ and WRN programs, which are part of the GSK Collaboration Agreement, will depend in large part on the development and marketing efforts of GSK.
If GSK is unable to perform in accordance with the terms of the GSK Collaboration Agreement, our potential to generate future revenue from these programs
would be significantly reduced and our business would be materially and adversely harmed.
We will have limited influence and/or control over GSK’s approaches to development and commercialization of any MAT2A (if GSK exercises the Option and
obtains HSR Clearance thereof), POLQ or WRN products. While we will have the right to receive potential milestone, profit share and royalty streams payable as
GSK or its sublicensees advance development of such MAT2A, POLQ, or WRN products, we are likely to have limited ability to influence GSK’s development
and commercialization efforts. If GSK does not perform in the manner that we expect or fulfill its responsibilities in a timely manner, or at all, the clinical
development, regulatory approval and commercialization efforts related to product candidates
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we have licensed to GSK could be delayed or terminated. Furthermore, GSK or its licensees may elect to devote greater resources to other programs that do not
relate to us or our collaboration.
If we terminate the GSK Collaboration Agreement, or any program thereunder due to a material breach by GSK, we have the right to assume the responsibility at
our own expense for the development of the applicable product candidates. Assumption of sole responsibility for further development will greatly increase our
expenditures, and may mean we need to limit the size and scope of one or more of our programs, seek additional funding and/or choose to stop work altogether on
one or more of the affected product candidates. This could result in a limited potential to generate future revenue from such product candidates, and our business
could be materially and adversely affected.
We rely on third parties to conduct certain of our preclinical studies and all of our clinical trials and intend to rely on third parties in the conduct of all of our
future clinical trials. If these third parties do not successfully carry out their contractual duties, fail to comply with applicable regulatory requirements or meet
expected deadlines, it may delay or prevent us from seeking or obtaining regulatory approval or commercializing our current or future product candidates.
We currently do not have the ability to independently conduct preclinical studies that comply with the regulatory requirements known as good laboratory practice,
or GLP, requirements. We also do not currently have the ability to independently conduct any clinical trials. The FDA and regulatory authorities in other
jurisdictions require us to comply with regulations and standards, commonly referred to as GCP, requirements for conducting, monitoring, recording and reporting
the results of clinical trials, in order to ensure that the data and results are scientifically credible and accurate and that the clinical trial patients are adequately
informed of the potential risks of participating in clinical trials. We rely on medical institutions, clinical investigators, contract laboratories and other third parties,
such as CROs, to conduct GLP-compliant preclinical studies and GCP-compliant clinical trials on our product candidates properly and on time. The third parties
with whom we contract for execution of our GLP-compliant preclinical studies and our GCP-compliant clinical trials play a significant role in the conduct of these
studies and trials and the subsequent collection and analysis of data. These third parties are not our employees and, except for restrictions imposed by our contracts
with such third parties, we have limited ability to control the amount or timing of resources that they devote to our programs. Although we rely on these third
parties to conduct our GLP-compliant preclinical studies and GCP-compliant clinical trials, we remain responsible for ensuring that each of our GLP preclinical
studies and clinical trials is conducted in accordance with its investigational plan and protocol and applicable laws and regulations, and our reliance on the CROs
does not relieve us of our regulatory responsibilities.
Many of the third parties with whom we contract may also have relationships with other commercial entities, including our competitors, for whom they may also be
conducting clinical trials or other drug development activities that could harm our competitive position. Further, some of these agreements may also be terminated
by such third parties on short notice, or under certain circumstances, including our insolvency. If the third parties conducting our preclinical studies or our clinical
trials do not adequately perform their contractual duties or obligations, experience significant business challenges, disruptions or failures, do not meet expected
deadlines, terminate their agreements with us or need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to their failure to
adhere to our protocols or to GCPs, or for any other reason, we may need to enter into new arrangements with alternative third parties. This could be difficult,
costly or impossible, and our preclinical studies or clinical trials may need to be extended, delayed, terminated or repeated. As a result, we may not be able to
obtain regulatory approval in a timely fashion, or at all, for the applicable product candidate, and our business, financial position, results of operations and
prospects may be adversely affected.
We rely on third parties for the manufacture of our product candidates for preclinical and clinical development and expect to continue to do so for the
foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or products or such
quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
We do not own or operate manufacturing facilities and have no plans to build our own clinical or commercial scale manufacturing capabilities. We rely, and expect
to continue to rely, on third parties for the manufacture of our product candidates and related raw materials for preclinical and clinical development, as well as for
commercial manufacture of any future approved products. The facilities used by third-party manufacturers to manufacture our product candidates must be approved
by the FDA pursuant to inspections that will be conducted after we submit our NDA to the FDA. We do not control the manufacturing process of, and are
completely dependent on, third-party manufacturers for compliance with cGMP requirements for manufacture of drug products. If these third-party manufacturers
cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA or others, including requirements
related to the manufacturing of high potency compounds, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities.
These third-party manufacturers may be delayed in their manufacture or shipment of our product candidates due to the COVID-19 pandemic. Additionally, our
ability to audit these third-party manufacturers for compliance with cGMP requirements and our specifications may be hindered or delayed due to the COVID-19
pandemic.
In addition, we have no control over the ability of third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the
FDA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our product candidates or if it withdraws any such
approval in the future, we may need to find
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alternative manufacturing facilities, which would significantly impact our ability to develop, obtain regulatory approval for or market our product candidates, if
approved. Our failure, or the failure of our third-party manufacturers, to comply with applicable regulations could result in sanctions being imposed on us,
including clinical holds, fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, seizures or recalls of product candidates or products,
operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our products.
In addition, we may be unable to establish or renew any agreements with third-party manufacturers or to do so on acceptable terms. Even if we are able to establish
agreements with third-party manufacturers, reliance on third-party manufacturers entails additional risks, including:
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failure of third-party manufacturers to comply with regulatory requirements and maintain quality assurance;
breach of the manufacturing agreement by the third party;
failure to manufacture our product according to our specifications;
failure to manufacture our product according to our schedule or at all;
misappropriation of our proprietary information, including our trade secrets and know-how; and
termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.
Our product candidates and any products that we may develop may compete with other product candidates and products for access to manufacturing facilities.
There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for us, particularly if the COVID-19
pandemic continues or worsens.
Any performance failure on the part of our existing or future manufacturers could delay clinical development or marketing approval, and any related remedial
measures may be costly or time-consuming to implement. We do not currently have arrangements in place for redundant supply or a second source for all required
raw materials used in the manufacture of our product candidates. If our current third-party manufacturers cannot perform as agreed, we may be required to replace
such manufacturers and we may be unable to replace them on a timely basis or at all.
We rely on, and in the future may rely on, third-party databases and collaborations with third parties to inform patient selection and drug target identification
for our existing product candidates and any future product candidates and for the supply of biomarker companion diagnostics.
We are using bioinformatics, including data analytics, biostatistics, and computational biology, to identify new target and biomarker opportunities. As part of this
approach, we interrogate public and proprietary databases comprising human tumor genetic information and specific cancer-target dependency networks. We rely
on these databases and data analytics for identifying or validating some of our biomarker-target relationships and access to these databases may not continue to be
available publicly or through a proprietary subscription on acceptable terms.
Many of our precision medicine targeted therapeutic product candidates also rely on the availability and use of commercially available tumor diagnostics panels or
data on the prevalence of our target patient population to inform the patient selection and drug target identification for our product candidates. In cases where such
biomarker diagnostic is not already commercially available, we expect to establish strategic collaborations for the clinical supply and development of companion
diagnostics. If these diagnostics are not able to be developed, or if commercial tumor profiling panels are not able to be updated to include additional tumor-
associated genes, or if clinical oncologists do not incorporate molecular or genetic sequencing into their clinical practice, we may not be successful in developing
our existing product candidates or any future product candidates.
We depend on third-party suppliers for key materials required for the production of our product candidates, and the loss of these third-party suppliers or their
inability to supply us with adequate materials could harm our business.
We rely on third-party suppliers for certain materials, such as starting reagents, required for the production of our product candidates and/or for certain materials
and assays, such as diagnostics, for clinical and commercial use of our product candidates. Our dependence on these third-party suppliers and the challenges we
may face in obtaining adequate supplies of materials involve several risks, including limited control over pricing, availability, quality and delivery schedules. As a
small company, our negotiation leverage is limited and we are likely to get lower priority than our competitors that are larger than we are. We cannot be certain that
our suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements.
Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our product candidates until a new source of
supply, if any, could be identified and qualified. We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially
reasonable terms. Any performance failure on the part of our suppliers could delay the development and potential commercialization of our product candidates,
including limiting supplies necessary for clinical trials and regulatory approvals, which would have a material adverse effect on our business.
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Additionally, the facilities to manufacture our product candidates must be the subject of a satisfactory inspection before the FDA or other regulatory authorities
approve an NDA or grant a marketing authorization for the product candidate manufactured at that facility. We will depend on these third-party manufacturing
partners for compliance with the FDA’s requirements for the manufacture of our finished products. If our manufacturers cannot successfully manufacture material
that conforms to our specifications and the FDA’s and other regulatory authorities’ cGMP requirements, our product candidates will not be approved or, if already
approved, may be subject to recalls.
Furthermore, certain of the third-party suppliers on which we rely are based in the PRC. The evolving trade dispute between the PRC and the United States has
resulted in the imposition of significant tariffs on certain imports from the PRC. Any deterioration of the relationship between the United States and the PRC, or the
imposition of more stringent export controls or tariffs applicable to our suppliers in the PRC, could adversely affect our ability to obtain the raw materials required
for the manufacture of our product candidates, and therefore adversely affect our business, financial condition, results of operations and prospects.
Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured the product candidates ourselves, including:
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the possibility of a breach of the manufacturing agreements by the third parties because of factors beyond our control;
the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third-
party manufacturer; and
the possibility that we may not be able to secure a manufacturer or manufacturing capacity in a timely manner and on satisfactory terms in order to
meet our manufacturing needs.
Any of these factors could cause the delay of approval or commercialization of any products, cause us to incur higher costs or prevent us from commercializing any
products successfully. Furthermore, if any of our product candidates are approved and contract manufacturers fail to deliver the required commercial quantities of
finished product on a timely basis and at commercially reasonable prices, and we are unable to find one or more replacement manufacturers capable of production
at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, we would likely be unable to meet demand for our products
and could lose potential revenue. It may take several years to establish an alternative source of supply for our product candidates and to have any such new source
approved by the FDA or any other relevant regulatory authority.
If we fail to comply with our obligations under our license agreement with Novartis, we could lose license rights that are important to our business.
Our license agreement with Novartis provides that we must use commercially reasonable efforts to obtain regulatory approval for a product candidate using the
licensed compound. The agreement further imposes an obligation to make various milestone payments and royalty payments as well as other obligations on us. If
we materially breach the terms of the license agreement and fail to cure such breach within 90 days of being notified of the breach, then Novartis may terminate the
license agreement. In addition, Novartis has the right to terminate on our insolvency. If the agreement is terminated, then we will not be able to further develop or
commercialize, as the case may be, darovasertib or any future related product candidates.
Furthermore, any dispute with Novartis may result in the delay or termination of the research, development or commercialization of darovasertib or any future
related product candidates, and may result in costly litigation or arbitration that diverts management attention and resources away from our day-to-day activities,
which may adversely affect our business, financial condition, results of operations and prospects.
Our existing collaboration arrangements and any collaboration arrangements that we may enter into in the future may not be successful, which could
adversely affect our ability to develop and commercialize our product candidates or diagnostics associated with such product candidates.
In the future, we may seek to enter into additional collaboration arrangements for the development or commercialization of certain of our product candidates or
diagnostics for biomarkers associated with our product candidates. To the extent that we decide to enter into additional collaboration agreements in the future, we
may face significant competition in seeking appropriate collaborators. Moreover, collaboration arrangements are complex and time-consuming to negotiate,
document, implement and maintain and challenging to manage. We may not be successful in our efforts to prudently manage our existing collaborations or to enter
new ones should we chose to do so. The terms of new collaborations or other arrangements that we may establish may not be favorable to us.
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The success of our collaboration arrangements, including our GSK Collaboration Agreement, will depend heavily on the efforts and activities of our collaborators.
Collaborations are subject to numerous risks, which may include risks that:
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collaborators may have significant discretion in determining the efforts and resources that they will apply to collaborations;
collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or
commercialization programs based on clinical trial results, changes in their strategic focus due to their acquisition of competitive products or their
internal development of competitive products, availability of funding or other external factors, such as a business combination that diverts resources
or creates competing priorities;
collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial, abandon a product candidate,
repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;
collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product
candidates;
a collaborator with marketing, manufacturing and distribution rights to one or more products may not commit sufficient resources to or otherwise
not perform satisfactorily in carrying out these activities;
we could grant exclusive rights to our collaborators that would prevent us from collaborating with others;
collaborators may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in
a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or
expose us to potential liability;
disputes may arise between us and a collaborator that cause the delay or termination of the research, development or commercialization of our
current or future product candidates or that results in costly litigation or arbitration that diverts management attention and resources;
collaborations may be terminated, which may result in a need for additional capital to pursue further development or commercialization of the
applicable current or future product candidates;
collaborators may own or co-own intellectual property covering products that result from our collaboration with them, and in such cases, we would
not have the exclusive right to develop or commercialize such intellectual property;
disputes may arise with respect to the ownership or inventorship of any intellectual property developed pursuant to our collaborations; and
a collaborator’s sales and marketing activities or other operations may not be in compliance with applicable laws resulting in civil or criminal
proceedings.
Risks Related to Commercialization of Our Product Candidates
Even if we receive regulatory approval for any product candidate, we will be subject to ongoing regulatory obligations and continued regulatory review, which
may result in significant additional expense. Additionally, our product candidates, if approved, could be subject to labeling and other restrictions on marketing
or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated
problems with our product candidates, when and if any of them are approved.
If one of our product candidates is approved, it will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising,
promotion, sampling, record-keeping, conduct of post-marketing studies, and submission of safety, efficacy, and other post-market information, including both
federal and state requirements in the United States and requirements of comparable foreign regulatory authorities.
For example, the FDA may impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly and
time-consuming post-approval studies, post-market surveillance or clinical trials to monitor the safety and efficacy of the product candidate. The FDA may also
require a REMS as a condition of approval of our product candidates, which could include 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 a
comparable foreign regulatory authority approves our product candidates, the manufacturing processes, labeling, packaging, distribution, AE 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 GCP
requirements for any clinical trials that we conduct post-approval. Later discovery of previously unknown problems with our product candidates, including AEs of
unanticipated severity or
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frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:
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suspension or withdrawal of regulatory approval, restrictions on the marketing or manufacturing of our product candidates, withdrawal of the
product from the market, or voluntary or mandatory product recalls;
restrictions on product distribution or use, or requirements to conduct post-marketing studies or additional clinical trials;
suspension of any of our ongoing clinical trials;
fines, restitutions, disgorgement of profits or revenues, warning letters, untitled letters or holds on clinical trials;
refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of approvals;
product seizure or detention, or refusal to permit the import or export of our product candidates; and
injunctions or the imposition of civil or criminal penalties.
The occurrence of any event or penalty described above may inhibit our ability to commercialize any future approved product and generate revenue and could
require us to expend significant time and resources in response and could generate negative publicity.
In addition, if any of our product candidates is approved, our product labeling, advertising and promotion will be subject to regulatory requirements and continuing
regulatory review. The FDA strictly regulates the promotional claims that may be made about drug products. In particular, a product may not be promoted for uses
that are not approved by the FDA as reflected in the product’s approved labeling. If we receive marketing approval for a product, physicians may nevertheless
prescribe it to their patients in a manner that is inconsistent with the approved label. If we are found to have promoted such off-label uses, we may become subject
to significant liability. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is
found to have improperly promoted off-label uses may be subject to significant sanctions. The federal government has levied large civil and criminal fines against
companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. The FDA has also requested that companies
enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.
The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay
regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or
policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or
sustain profitability.
The incidence and prevalence of our target patient populations are estimations. If the market opportunities for our product candidates are smaller than we
estimate, our business, financial position, results of operations and prospects may be harmed.
We rely on various sources, including published literature and public or proprietary databases, to ascertain an estimate of the number of patients having particular
genetic alterations, such as mutations, deletions or fusions, across various tissue-type specific indications. The determinable prevalence may vary depending on the
source and quality of the underlying data and in some cases, insufficient data or poorly curated data may impact our ability to accurately estimate the prevalence of
our target patient populations for each indication and in the aggregate across multiple indications both in the clinical trial setting, as well as in the commercial
setting, if our product is approved. If the market opportunities for our product candidates are smaller than we estimate, our business, financial position, results of
operations and prospects may be harmed. In addition, upon treatment with our product candidates, patients may have or develop resistance to our product
candidates, reducing the addressable patient population and the duration of treatment.
Even if our product candidates or any future product candidate obtains regulatory approval, they may fail to achieve the broad degree of physician and patient
adoption and use necessary for commercial success.
Even if our product candidates or any future product candidate receives FDA or other regulatory approvals, the commercial success of any product will depend
significantly on the broad adoption and use of the resulting product by physicians and patients for approved indications. For a variety of reasons, including among
other things, competitive factors, pricing or physician preference, reimbursement by insurers, the degree and rate of physician and patient adoption of any products,
if approved, will depend on a number of factors, including:
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the clinical indications for which the product is approved and patient demand for approved products that treat those indications;
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the safety and efficacy of our product as compared to other available therapies;
the availability of companion diagnostics for biomarkers associated with our product candidates or any other future product candidates;
the time required for manufacture and release of our products;
the availability of coverage and adequate reimbursement from managed care plans, private insurers, government payors (such as Medicare and
Medicaid) and other third-party payors for any of our products that may be approved;
acceptance by physicians, operators of hospitals and clinics and patients of the product as a safe and effective treatment;
physician and patient willingness to adopt a new therapy over other available therapies for a particular indication;
proper training and administration of our product candidates by physicians and medical staff;
patient satisfaction with the results and administration of our product candidates and overall treatment experience, including, for example, the
convenience of any dosing regimen;
the cost of treatment with our product candidates in relation to alternative treatments and reimbursement levels, if any, and willingness to pay for
the product, if approved, on the part of insurance companies and other third-party payors, physicians and patients;
the prevalence and severity of side effects;
limitations or warnings contained in the FDA-approved labeling for our products;
the willingness of physicians, operators of hospitals and clinics and patients to utilize or adopt our products as a solution;
any FDA requirement for a REMS;
the effectiveness of our sales, marketing and distribution efforts;
adverse publicity about our products or favorable publicity about competitive products; and
potential product liability claims.
We cannot assure you that our current or future product candidates, if approved, will achieve broad market acceptance among physicians and patients. Any failure
by our product candidates that obtain regulatory approval to achieve market acceptance or commercial success would adversely affect our business, financial
condition, results of operations and prospects.
The successful commercialization of any products will depend in part on the extent to which governmental authorities, private health insurers, managed care
plans and other third-party payors provide coverage, adequate reimbursement levels and implement pricing policies favorable for any products. Failure to
obtain or maintain coverage and adequate reimbursement for products, if approved, could limit our ability to market those products and decrease our ability to
generate revenue.
The availability of coverage and adequacy of reimbursement by governmental healthcare programs, such as Medicare and Medicaid, private health insurers,
managed care plans and other third-party payors are essential for most patients to be able to afford medical services and pharmaceutical products such as our
product candidates that receive FDA approval. Our ability to achieve acceptable levels of coverage and reimbursement by third-party payors for our products will
have an effect on our ability to successfully commercialize our product candidates.
No uniform policy for coverage and reimbursement for products exists among third-party payors in the United States. Therefore, coverage and reimbursement for
products can differ significantly from payor to payor. The process for determining whether a third-party payor will provide coverage for a product typically is
separate from the process for setting the price of such product or for establishing the reimbursement rate that the payor will pay for the product once coverage is
approved. 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, or place products at certain formulary levels that result in lower reimbursement levels and higher cost-sharing
obligation imposed on patients. One third-party payor’s decision to cover a particular medical product or service does not ensure that other payors will also provide
coverage for the medical product or service. As a result, the coverage determination process will often require us to provide scientific and clinical support for the
use of our products to each payor separately and can be a time-consuming process, with no assurance that coverage and adequate reimbursement will be applied
consistently or obtained in the first instance. We cannot be sure that coverage will be available for any product that we may develop. A decision by a third-party
payor not to cover any of our product candidates could reduce physician utilization of our products once approved and adversely affect our business, financial
condition, results of operations and prospects.
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Assuming there is coverage for our products, if any, by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-
payments that patients find unacceptably high. Furthermore, rules and regulations regarding reimbursement change frequently, in some cases on short notice, and
we believe that changes in these rules and regulations are likely.
Third-party payors increasingly are challenging prices charged for pharmaceutical products and services, and many third-party payors may refuse to provide
coverage and reimbursement for particular drugs or biologics when an equivalent generic drug, biosimilar or a less expensive therapy is available. It is possible that
a third-party payor may consider our product candidates as substitutable and only offer to reimburse patients for the less expensive product. Even if we show
improved efficacy or improved convenience of administration with our products, pricing of other third-party therapeutics may limit the amount we will be able to
charge for our products. These third-party payors may deny or revoke the reimbursement status of our products, if approved, or establish prices for our products at
levels that are too low to enable us to realize an appropriate return on our investment. If reimbursement is not available, is decreased or eliminated in the future, or
is available only at limited levels, we may not be able to successfully commercialize our products and may not be able to obtain a satisfactory financial return on
our products.
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 and other countries has and will continue to put pressure on the pricing and usage of our products, if
any. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Other countries allow
companies to fix their own prices for medical 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 products. 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 abroad to cap or reduce healthcare costs may cause such
organizations to limit both coverage and the level of reimbursement for newly approved products, and, as a result, they may not cover or provide adequate payment
for our products. We expect to experience pricing pressures in connection with the sale 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 healthcare costs in general, particularly
prescription drugs and biologics and surgical procedures and other treatments, has become intense. As a result, increasingly high barriers are being erected to the
entry of new products.
If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any products.
We face an inherent risk of product liability as a result of the planned clinical trials of our product candidates and will face an even greater risk if we commercialize
any products. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing,
manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of
dangers inherent in the product, negligence, strict liability, and a breach of warranty. Claims could also be asserted under state consumer protection acts. If we
cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of any products.
Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result
in:
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decreased demand for any products;
injury to our reputation;
withdrawal of clinical trial participants;
costs to defend the related litigation;
a diversion of management’s time and our resources;
substantial monetary awards to clinical trial participants or patients;
regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue; and
the inability to commercialize any products.
Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential product liability
claims could prevent or inhibit the commercialization of any products. Although we have obtained and intend to maintain product liability insurance covering our
clinical trials, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our
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insurance or that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to
a product liability claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our
coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient funds to pay such amounts. Moreover, in the
future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses. If and when we obtain approval
for marketing any of our product candidates, we intend to expand our insurance coverage to include the sale of such product candidate; however, we may be unable
to obtain this liability insurance on commercially reasonable terms or at all.
Risks Related to Intellectual Property
Our success depends on our ability to obtain and maintain protection for our intellectual property and our proprietary technologies and to avoid infringing the
rights of others.
Our commercial success depends in part on our ability to obtain and maintain patent, trade secret and other intellectual property protection for our product
candidates and proprietary technologies as well as our ability to operate without infringing upon the proprietary rights of others.
We and our licensors have applied, and we intend to continue applying, for patents covering important aspects of our product candidates, proprietary technologies
and their uses as we deem appropriate. However, the patent prosecution process is expensive, time-consuming and complex, and we may not be able to apply for
patents on certain aspects of our current or future product candidates and proprietary technologies in a timely fashion, at a reasonable cost, in all jurisdictions, or at
all. If we cannot adequately obtain, maintain and enforce our intellectual property rights and proprietary technology, competitors may be able to use our
technologies or the goodwill we have acquired in the marketplace and erode or negate any competitive advantage we may have and our ability to compete, which
could harm our business and ability to achieve profitability and/or cause us to incur significant expenses. Failure to obtain, maintain and/or enforce intellectual
property rights necessary to our business and failure to protect, monitor and control the use of our intellectual property rights could negatively impact our ability to
compete and cause us to incur significant expenses. The intellectual property laws and other statutory and contractual arrangements in the United States and other
jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our patents,
trademarks, data, technology and other intellectual property rights and products by others, and may not provide an adequate remedy if our intellectual property
rights are infringed, misappropriated or otherwise violated by others.
Our patent applications cannot be enforced against third parties practicing the inventions claimed in such applications unless, and until, patents issue from such
applications, and then only to the extent the issued claims cover the invention as claimed. The patent application process is subject to numerous risks and
uncertainties, and there can be no assurance that we or any of our actual or potential future collaborators or licensors will be successful in protecting our product
candidates and proprietary technologies by obtaining and defending patents. These risks and uncertainties include the following:
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the United States Patent Office, or USPTO, and various foreign governmental patent agencies require compliance with a number of procedural,
documentary, fee payment and other requirements during the patent process, the noncompliance with which can result in abandonment or lapse of a
patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction;
patent applications may not result in any patents being issued;
our competitors, many of whom have substantially greater resources than we do and many of whom have made significant investments in
competing technologies, may seek or may have already obtained or licensed patents that will limit, interfere with or eliminate our ability to make,
use and sell our product candidates;
other parties may have designed or may design around our claims or developed technologies that may be related or competitive to our platform,
may have filed or may file patent applications and may have received or may receive patents that overlap or conflict with our patent applications,
either by claiming the same methods or devices or by claiming subject matter that could dominate our patent position;
any successful opposition to any patents owned by or licensed to us could deprive us of rights necessary for the practice of our technologies or the
successful commercialization of any product candidates that we may develop;
because patent applications in the United States and most other countries are confidential for a period of time after filing, we cannot be certain that
we or our licensors were the first to file any patent application related to our product candidates and proprietary technologies;
an interference proceeding can be provoked by a third party or instituted by the USPTO to determine who was the first to invent any of the subject
matter covered by the patent claims of our applications for any application with an effective filing date before March 16, 2013;
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there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside
and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns; and
countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign
competitors a better opportunity to create, develop and market competing product candidates.
We rely in part on our portfolio of issued and pending patent applications in the United States and other countries to protect our intellectual property and
competitive position. The patent position of biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been
the subject of much litigation in recent years. It is possible that we will fail to identify patentable aspects of our research and development output before it is too
late to obtain patent protection. If we fail to timely file for patent protection in any jurisdiction, we may be precluded from doing so at a later date. And although we
enter into non-disclosure and confidentiality agreements with parties who have access to patentable aspects of our research and development output, such as our
employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors and other third parties, any of these parties
may breach such agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. Furthermore,
publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are
typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to make the inventions claimed
in any of our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. Moreover, should we become a
licensee of a third party’s patents or patent applications, depending on the terms of any future in-licenses to which we may become a party, we may not have the
right to control the preparation, filing and prosecution of patent applications, or to maintain or enforce the patents, covering technology in-licensed from third
parties. Therefore, these patents and patent applications may not be prosecuted, maintained and/or enforced in a manner consistent with the best interests of our
business. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability and it may not provide us with adequate proprietary protection or
competitive advantages against competitors with similar products or services. Accordingly, we cannot provide any assurances about which of our patent
applications will issue, the breadth of any resulting patent, whether any of the issued patents will be found to be infringed, invalid or unenforceable or will be
threatened or challenged by third parties, that any of our issued patents have, or that any of our currently pending or future patent applications that mature into
issued patents will include, claims with a scope sufficient to protect our products and services. The coverage claimed in a patent application can be significantly
reduced before the patent is issued, and its scope can be reinterpreted after issuance. We cannot offer any assurances that the breadth of our granted patents will be
sufficient to stop a competitor from developing, manufacturing and commercializing a product or technologies in a non-infringing manner that would be
competitive with one or more of our products or technologies, or otherwise provide us with any competitive advantage. Further, our patents or the patent rights that
we license from others, may be challenged in the courts or patent offices in the United States and abroad. Once granted, patents may remain open to opposition,
interference, re-examination, post-grant review, inter partes review, nullification or derivation action or similar proceedings in court or before patent offices in the
United States or foreign jurisdictions for a given period after allowance or grant, during which time third parties can raise objections against such patents. Such
challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, all of which could limit our ability to stop others
from using or commercializing similar or identical product candidates, or limit the duration of the patent protection of our product candidates. In addition,
defending such challenges in such proceedings may be costly. Further, there can be no assurance that we will have adequate resources to enforce our patents. Thus,
any patents that we may own may not provide the anticipated level of, or any, protection against competitors. Furthermore, an adverse decision may result in a third
party receiving a patent right sought by us, which in turn could affect our ability to develop, manufacture or commercialize our products or technologies.
The degree of future protection for our patent rights is uncertain, and we cannot ensure that:
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any of our patents, or any of our pending patent applications, if issued, or those of our licensors, will include claims having a scope sufficient to
protect our product candidates;
any of our pending patent applications will issue as patents;
any of the patents we own or license will be found to ultimately be valid and enforceable if subject to challenge;
we were the first to make the inventions covered by each of our patents and pending applications;
we were the first to file patent applications for these inventions;
we will be able to successfully manufacture and commercialize our products on a substantial scale, if approved, before relevant patents we may
have expire;
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any patents issued to us or our licensors will provide a basis for an exclusive market for any commercially viable products we may develop or will
provide us with any competitive advantages;
we will develop or in-license additional proprietary technologies that are patentable;
the patents of others will not have an adverse effect on our business;
others will not develop, manufacture and/or commercialize similar or alternative products or technologies that do not infringe our patents;
our competitors do not conduct research and development activities in countries where we do not have enforceable patent rights and then use the
information learned from such activities to develop competitive products for sale in our major commercial markets; and
our commercial activities or products will not infringe upon the patents of others.
Our ability to enforce patent rights also depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components
or methods that are used in connection with their products and services. Such proceedings could also provoke third parties to assert claims against us, including that
some or all of the claims in one or more of our patents are invalid or otherwise unenforceable. Moreover, it may be difficult or impossible to obtain evidence of
infringement in a competitor’s or potential competitor’s product or service. We may not prevail in any lawsuits that we initiate and the damages or other remedies
awarded if we were to prevail may not be commercially meaningful. If we initiate lawsuits to protect or enforce our patents, or litigate against third-party claims,
such proceedings would be expensive and would divert the attention of our management and technical personnel.
Where we obtain licenses from or collaborate with third parties, 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 third parties, or such activities, if controlled by us, may require the input
of such third parties. We may also require the cooperation of our licensors and collaborators to enforce any licensed patent rights, and such cooperation may not be
provided. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. Moreover, if
we do obtain necessary licenses, we will likely have obligations under those licenses, and any failure to satisfy those obligations could give our licensor the right to
terminate the license. Termination of a necessary license, or expiration of licensed patents or patent applications, could have a material adverse impact on our
competitive position, business, financial condition, results of operations and prospects.
Some of our patents and patent applications may in the future be co-owned with third parties. If we are unable to obtain an exclusive license to any such third-party
co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including our competitors, and
our competitors could market competing products, services and technology. In addition, we may need the cooperation of any such co-owners of our patents in order
to enforce such patents against third parties, and such cooperation may not be provided to us.
Furthermore, our owned and in-licensed intellectual property rights may be subject to a reservation of rights by one or more third parties. For example, the research
resulting in certain of our owned and in-licensed patent rights and technology was funded in part by the U.S. government. As a result, the government may have
certain rights, or march-in rights, to such patent rights and technology. When new technologies are developed with government funding, the government generally
obtains certain rights in any resulting patents, including a non-exclusive license authorizing the government to use the invention for non-commercial purposes.
These rights may permit the government to disclose our confidential information to third parties and to exercise march-in rights to use or allow third parties to use
our licensed technology. The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of
the government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference
to U.S. industry. In addition, our rights in such inventions may be subject to certain requirements to manufacture products embodying such inventions in the United
States. Any exercise by the government of such rights could harm our competitive position, business, financial condition, results of operations, and prospects.
Further, we rely on a combination of contractual provisions, confidentiality procedures and patent, trademark, copyright, trade secret and other intellectual property
laws to protect the proprietary aspects of our products, brands, technologies, trade secrets, know-how and data. These legal measures afford only limited protection,
and competitors or others may gain access to or use our intellectual property rights and proprietary information. Our success will depend, in part, on preserving our
trade secrets, maintaining the security of our data and know-how and obtaining, maintaining and enforcing other intellectual property rights. We may not be able to
obtain, maintain and/or enforce our intellectual property or other proprietary rights necessary to our business or in a form that provides us with a competitive
advantage.
If we fail to obtain sufficient patent or other intellectual property protection for our product candidates or proprietary technologies or if we lose any patent or other
intellectual property protection for our product candidates or proprietary technologies, our business, financial condition, results of operations and prospects could
be adversely affected.
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If we do not obtain patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation for patents
covering our product candidates, our business may be materially harmed, and in any case, the terms of our patents may not be sufficient to effectively protect
our product candidates and business.
Patents have a limited term. In most countries, including the United States, the expiration of a patent is generally 20 years after its first effective non-provisional
filing date. However, depending upon the timing, duration and specifics of FDA marketing approval of darovasertib, IDE397, our other product candidates or any
future product candidates, one or more of any U.S. patents we may be issued or have licensed may be eligible for limited patent term restoration under the Drug
Price Competition and Patent Term Restoration Act of 1984, also known as the Hatch-Waxman Amendments.
The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the
FDA regulatory review process. The Hatch-Waxman Act allows a maximum of one patent to be extended per FDA-approved product as compensation for the
patent term lost during the FDA regulatory review process. A 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 those claims covering such approved drug product, a method for using it or a method for manufacturing it may be extended.
Patent term extension may also be available in certain foreign countries upon regulatory approval of our product candidates. However, we may not be granted an
extension because of, for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy
applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request. If we are unable to obtain
patent term extension or restoration or the term of any such extension is less than we request, the period during which we will have the right to exclusively market
our product will be shortened and our competitors may obtain approval of competing products following our patent expiration, and our competitive position,
business, financial condition, results of operations, and prospects could be harmed, possibly materially.
If there are delays in obtaining regulatory approvals or other additional delays, the period of time during which we can market our product candidates under patent
protection could be further reduced. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents
protecting such product candidates might expire before or shortly after such product candidates are commercialized. Once the patent term has expired, we may be
open to competition from similar or generic products. The launch of a generic version of one of our products in particular would be likely to result in an immediate
and substantial reduction in the demand for that product, which could have a material adverse effect on our business, financial condition, results of operations and
prospects.
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.
The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions
during the patent application process to maintain patent applications and issued patents. In addition, periodic maintenance fees, renewal fees, annuity fees and
various other government fees on issued patents often must be paid to the USPTO and foreign patent agencies over the lifetime of the patent and/or applications
and any patent rights we may obtain in the future. While an unintentional lapse of a patent or patent application 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 with these requirements can result in abandonment or lapse
of a 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, but are not limited to, 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 fail to maintain the patents and patent applications covering our products or
services, we may not be able to stop a competitor from marketing products or services that are the same as or similar to our products or services, which would have
a material adverse effect on our business, financial condition and results of operations. In such an event, competitors might be able to enter the market earlier than
would otherwise have been the case.
Our rights to develop and commercialize our product candidates are subject in part to the terms and conditions of licenses granted to us by others, and the
patent protection, prosecution and enforcement for some of our product candidates may be dependent on our licensors.
We currently are reliant upon licenses of certain intellectual property rights and proprietary technology from third parties that are important or necessary to the
development of our proprietary technology, including technology related to our product candidates. For example, we rely on our exclusive license agreement with
Novartis for the clinical development of darovasertib and our option and license agreement with Cancer Research UK for the clinical development of PARG
inhibitors. These licenses, and other licenses we may enter into in the future, may not provide adequate rights to use such intellectual property rights and
proprietary technology in all relevant fields of use or in all territories in which we may wish to develop or commercialize technology and product candidates in the
future. Licenses to additional third-party proprietary technology or intellectual property rights that may be required for our development programs may not be
available in the
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future or may not be available on commercially reasonable terms. In that event, we may be required to expend significant time and resources to redesign our
proprietary technology or product candidates or to develop or license replacement technology, which may not be feasible on a technical or commercial basis. If we
are unable to do so, we may not be able to develop and commercialize technology and product candidates in fields of use and territories for which we are not
granted rights pursuant to such licenses, which could harm our business, financial condition, results of operations and prospects significantly. Third-party patents
may exist which might be enforced against our current or future product candidates, resulting in either an injunction prohibiting our sales, or, with respect to our
sales, an obligation on our part to pay royalties and/or other forms of compensation to third parties.
In some circumstances, we may not have the right to control the preparation, filing, prosecution and enforcement of patent applications, or to maintain the patents,
covering technology that we license from third parties. In addition, some of our agreements with our licensors require us to obtain consent from the licensor before
we can enforce patent rights, and our licensor may withhold such consent or may not provide it on a timely basis. Therefore, we cannot be certain that our licensors
or collaborators will prosecute, maintain, enforce and defend such intellectual property rights in a manner consistent with the best interests of our business,
including by taking reasonable measures to protect the confidentiality of know-how and trade secrets, or by paying all applicable prosecution and maintenance fees
related to intellectual property registrations for any of our product candidates. We also cannot be certain that our licensors have drafted or prosecuted the patents
and patent applications licensed to us in compliance with applicable laws and regulations, which may affect the validity and enforceability of such patents or any
patents that may issue from such applications. This could cause us to lose rights in any applicable intellectual property that we in-license, and as a result our ability
to develop and commercialize product candidates may be adversely affected and we may be unable to prevent competitors from making, using and selling
competing products.
Our current licenses impose, and our future licenses likely will impose, various royalty payments, milestones, and other obligations on us. If we fail to comply with
any of these obligations, we may be subject to liability, including the payment of damages, and the licensor may have the right to terminate the license. Termination
by the licensor would cause us to lose valuable rights, and could prevent us from developing and commercializing our product candidates and proprietary
technologies. Furthermore, if any current or future licenses terminate, or if the underlying patents fail to provide the intended exclusivity, competitors or other third
parties may gain the freedom to seek regulatory approval of, and to market, products similar or identical to our planned products. Moreover, our licensors may own
or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or
otherwise violating the licensor’s rights. In addition, while we cannot currently determine the amount of the royalty obligations we would be required to pay on
sales of future products, if any, the amounts may be significant. The amount of our future royalty obligations will depend on the technology and intellectual
property we use in product candidates that we successfully develop and commercialize, if any. Therefore, even if we successfully develop and commercialize
product candidates, we may be unable to achieve or maintain profitability. In addition, we may seek to obtain additional licenses from our licensors and, in
connection with obtaining such licenses, we may agree to amend our existing licenses in a manner that may be more favorable to the licensors, including by
agreeing to terms that could enable third parties (potentially including our competitors) to receive licenses to a portion of the intellectual property rights that are
subject to our existing licenses. Any of these events could have a material adverse effect on our competitive position, business, financial conditions, results of
operations, and prospects.
We may fail to comply with any of our obligations under existing or future agreements pursuant to which we license or have otherwise acquired intellectual
property rights or technology, which could result in the loss of rights or technology that are material to our business.
We are party to various agreements that we depend on to operate our business, including intellectual property rights relating to darovasertib, in particular, our
agreement with Novartis. Our rights to use currently licensed intellectual property, or intellectual property to be licensed in the future, are or will be subject to the
continuation of and our compliance with the terms of these agreements. These agreements are complex, and certain provisions in such agreements may be
susceptible to multiple interpretations which could lead to disputes, including but not limited to those regarding:
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the scope of rights granted under the license agreement;
the extent to which our proprietary technology and product candidates infringe on intellectual property of the licensor that is not subject to the
licensing agreement;
the sublicensing of patent and other rights;
diligence obligations under the license agreement and what activities satisfy those diligence obligations;
the ownership of inventions and know-how resulting from the creation or use of intellectual property by us or our counterparties, alone or jointly;
the scope and duration of our payment obligations;
the priority of invention of patented technology;
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rights upon termination of such agreement; and
the scope and duration of exclusivity obligations of each party to the agreement.
The resolution of any contractual interpretation dispute that may arise, if unfavorable to us, could have a material adverse effect on our business, financial
condition, results of operations and prospects. Such resolution could narrow what we believe to be the scope of our rights to the relevant intellectual property or
technology, increase what we believe to be our financial or other obligations under the relevant agreement or decrease the third party’s financial or other obligations
under the relevant agreement.
Furthermore, if disputes over intellectual property rights that we have licensed or acquired from third parties prevent or impair our ability to maintain our current
license agreements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates. If we fail to comply with
our obligations under current or future license agreements, these agreements may be terminated or the scope of our rights under them may be reduced and we might
be unable to develop, manufacture or market any product that is licensed under these agreements. We are generally also subject to all of the same risks with respect
to protection of intellectual property that we may license as we are for intellectual property that we own, which are described herein. If we or any of our current or
future licensors fail to adequately protect this intellectual property, our ability to commercialize product candidates could suffer.
We may become subject to third-party claims alleging infringement, misappropriation or violation of such third party’s patents or other intellectual property
rights and/or third party claims seeking to invalidate our patents, which could require us to spend significant time and money and, if successfully asserted
against us, could delay or prevent us from developing, manufacturing and selling our products.
Our commercial success depends significantly on our ability to develop, manufacture or commercialize our products and product candidates without infringing,
misappropriating or otherwise violating the intellectual property rights of third parties. However, our research, development and commercialization activities may
nonetheless be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. Claims by
third parties that we infringe their intellectual property rights may result in liability for damages or prevent or delay our developmental and commercialization
efforts. We cannot assure you that our operations do not, or will not in the future, be found to infringe existing or future patents.
Other entities may have or obtain patents or proprietary rights that could limit our ability to make, use, sell, offer for sale or import our product candidates or impair
our competitive position. As the biotechnology industry expands and more patents are issued, the risk increases that our product candidates may be subject to
claims of infringement of the patent rights of third parties. Our competitors in both the United States and abroad, many of which have substantially greater
resources and have made substantial investments in patent portfolios and competing technologies, may have applied for or obtained or may in the future apply for
and obtain, patents that will prevent, limit or otherwise interfere with our ability to make, use and sell our product candidates. There is a substantial amount of
litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries,
including patent infringement lawsuits, interferences, oppositions, reexaminations, inter partes review proceedings and post-grant review proceedings before the
USPTO and/or corresponding foreign patent offices, and companies in the industry have used these proceedings to gain a competitive advantage. Numerous third-
party U.S. and foreign issued patents and pending patent applications exist in the fields in which we are developing product candidates. There may be third-party
patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of our
product candidates. For example, we are aware of an international patent application published as PCT WO 2017/096165 A1. If a patent issues from such patent
application with claims similar to those published, our ability to commercialize a product candidate for our MAT2A program may be adversely affected if we do
not obtain a license under such patent.
Furthermore, the scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history and can
involve other factors such as expert opinion. Our analysis of these issues, including interpretation the relevance or the scope of claims in a patent or a pending
application, determining applicability of such claims to our proprietary technologies or product candidates, predicting whether a third party’s pending patent
application will issue with claims of relevant scope, and determining the expiration date of any patent in the United States or abroad that we consider relevant may
be incorrect, which may negatively impact our ability to develop and market our product candidates. We do not always conduct independent reviews of pending
patent applications of and patents issued to third parties.
Additionally, patent applications in the United States and elsewhere are typically published approximately 18 months after the earliest filing for which priority is
claimed, with such earliest filing date being commonly referred to as the priority date. Certain U.S. applications that will not be filed outside the United States can
remain confidential until patents issue. In addition, patent applications in the United States and elsewhere can be pending for many years before issuance, or
unintentionally abandoned patents or applications can be revived. Furthermore, pending patent applications that have been published can, subject to certain
limitations, be later amended in a manner that could cover our technologies, our product
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candidates or the use of our product candidates. These applications may later result in issued patents, or the revival of previously abandoned patents, that will
prevent, limit or otherwise interfere with our ability to make, use or sell our products. As a result, we may be unaware of third-party patents that may be infringed
by commercialization of darovasertib, IDE397 or our other product candidates, and cannot be certain that we were the first to file a patent application related to a
product candidate or proprietary technology. In addition, identification of third-party patent rights that may be relevant to our technology is difficult because patent
searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning of patent claims.
Moreover, we may face patent infringement claims from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio
may thus have no deterrent effect. We may be unaware of one or more issued patents that would be infringed by the manufacture, sale or use of our product
candidates.
Further, we may be required to indemnify future collaboration partners against claims of infringement, misappropriation, or other violations of intellectual property
rights. We are not aware of any threatened or pending claims related to these matters, but in the future litigation may be necessary to defend against such claims. If
a patent infringement suit were brought against us, we could be forced, including by court order to stop or delay development, manufacturing and/or sales of the
product or product candidate that is the subject of the suit. As a result of patent infringement claims, or in order to avoid potential claims, we may choose to seek,
or be required to seek, a license from the third party and would most likely be required to pay license fees or royalties or both. These licenses may not be available
on commercially reasonable terms, or at all, in which event our business would be materially and adversely affected. Even if we were able to obtain a license, we
may be unable to maintain such licenses and the rights may be nonexclusive, which could give our competitors access to the same intellectual property.
Although no third party has asserted a claim of patent infringement against us as of December 31, 2021, others may hold proprietary rights that could prevent
darovasertib, IDE397, our other product candidates or any future product candidates from being marketed. Any patent-related legal action against us claiming
damages and seeking to enjoin commercial activities relating to our product candidates or proprietary technologies could subject us to potential liability for
damages, including treble damages if we were determined to willfully infringe or attorney’s fees and costs of litigation to the party whose intellectual property
rights we may be found to be infringing, and require us to obtain a license to manufacture or market darovasertib, IDE397 (if GSK does not exercise its option to
obtain an exclusive license to continue development of and commercialize MAT2A products), our other product candidates or any future product candidates.
Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be time-consuming and a substantial diversion of
management and employee resources from our business. Even if we believe such claims are without merit, we cannot predict whether we would prevail in any such
actions or that any license required under any of these patents would be made available on commercially acceptable terms, if at all. Even if such licenses are
available, we could incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins, and
the rights may be non-exclusive, which could give our competitors access to the same technology or intellectual property rights licensed to us. In addition, we
cannot be certain that we could redesign our product candidates or proprietary technologies to avoid infringement, if necessary, or on a cost-effective basis. If we
were to challenge the validity of any such third party U.S. patent in federal court, we would need to overcome a presumption of validity. As this burden is a high
one requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent
jurisdiction would invalidate the claims of any such U.S. patent. We will have similar burdens to overcome in foreign courts in order to successfully challenge a
third party claim of patent infringement. Accordingly, an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary
licenses, could prevent us from developing and commercializing darovasertib, our other product candidates or any future product candidates, until the asserted
patent expires or is held finally invalid or not infringed in a court of law. In addition, intellectual property litigation, regardless of its outcome, may cause negative
publicity or the disclosure of confidential information, and the perceived value of our product candidates or intellectual property could be diminished
correspondingly.
Additionally, our collaborators, such as GSK or any third parties with which we collaborate in the future, may not properly maintain or defend our intellectual
property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary
information or expose us to litigation or potential liability. Further, collaborators may infringe the intellectual property rights of third parties, which may expose us
to litigation and potential liability. Also, we may be obligated under our agreements with our collaborators, licensors, suppliers and others to indemnify and hold
them harmless for damages arising from intellectual property infringement by us. Any of the foregoing could harm our competitive position, business, financial
condition, results of operations, and prospects.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming, and unsuccessful.
Further, our issued patents could be found invalid or unenforceable if challenged.
Third parties, including our competitors may currently, or in the future, infringe, misappropriate or otherwise violate our issued patents or other intellectual
property rights or those of our licensors. To prevent infringement or unauthorized use, we may be required to file lawsuits or initiate other proceedings to protect or
enforce our patents or other intellectual property rights, which can be expensive, time-consuming and unsuccessful. However, the steps we have taken, and are
taking, to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or
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violation of our intellectual property rights. In certain circumstances it may not be practicable or cost-effective for us to enforce our intellectual property rights
fully, particularly in certain developing countries or where the initiation of a claim might harm our business relationships. We may also be hindered or prevented
from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Our ability to enforce our patent or
other intellectual property rights depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components or
methods that are used in connection with their products or technologies. Moreover, it may be difficult or impossible to obtain evidence of infringement in a
competitor’s or potential competitor’s product or technologies. Thus, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our
intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our
products and product candidates.
In addition, in a patent infringement proceeding, a court or administrative tribunal may decide that a patent we own or in-license is not valid, is unenforceable
and/or is not infringed. If we or any of our collaborators, such as GSK or potential future collaborators, were to initiate legal proceedings against a third party to
enforce a patent directed at one of our product candidates, the defendant could counterclaim that our patent is invalid and/or unenforceable in whole or in part. In
patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge
include an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability
assertion could include an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading
statement during prosecution. Third parties may also raise similar claims before the USPTO, even outside the context of litigation. Similar mechanisms for
challenging the validity and enforceability of a patent exist in foreign patent agencies. The outcome following legal assertions of invalidity and unenforceability is
unpredictable, and could result in the revocation, cancellation, or amendment of our patents or those of our licensors. With respect to validity, for example, we
cannot be certain that there is no invalidating prior art, of which we and the patent examiner were unaware during prosecution. A court may decide that a patent or
other intellectual property right of ours is invalid or unenforceable, in whole or in part, construe the patent’s claims or other intellectual property narrowly or refuse
to stop the other party from using the technology at issue on the grounds that our patents or other intellectual property do not cover the technology in question. If a
defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we could lose at least part, and perhaps all, of the patent protection on an
affected product candidate. Such a loss of patent protection would have a material adverse impact on our business, financial condition, results of operations and
prospects.
Additionally, interference or derivation proceedings provoked by third parties or brought by us or declared by the USPTO, or equivalent actions brought in foreign
jurisdictions, may be necessary to determine the priority of invention with respect to our patents or patent applications or those of our licensors. Our defense of
litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. An
unfavorable outcome could require us to cease using the covered 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 a license on commercially reasonable terms or at all, or if a non-exclusive license is offered and our competitors
gain access to the same technology. These and other uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds
necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties or enter into development or
manufacturing partnerships that would help us bring our product candidates to market.
Even if resolved in our favor, litigation or other legal proceedings relating to our intellectual property rights may cause us to incur significant expenses, and could
distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings,
motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse
effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for
development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or
proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their
greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise our ability to
compete in the marketplace.
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 a material adverse effect on the
price of our common stock. Any of the foregoing could harm our business, financial condition, results of operations and prospects. Even if our patents or other
intellectual property rights are found to be valid and infringed, a court may refuse to grant injunctive relief against the infringer and instead grant us monetary
damages and/or ongoing royalties. Such monetary compensation may be insufficient to adequately offset the damage to our business caused by the infringer’s
competition in the market. An adverse result in any litigation or administrative proceeding could put one or more of our patents or other intellectual property rights
at risk of being invalidated or interpreted narrowly, which could adversely affect our competitive business position, financial condition and results of operations.
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We may be subject to claims that we or our employees, consultants, advisors or other third parties have wrongfully used or disclosed alleged confidential
information or trade secrets of their former employers.
We may be subject to claims that our employees or consultants have wrongfully used for our benefit or disclosed to us confidential information of third parties. As
is common in the biotechnology and biopharmaceutical industries, in addition to our employees, we engage the services of consultants, advisors and other third
parties to assist us in the development of our product candidates. Many of these individuals, and many of our employees, were previously employed at, or may have
previously provided or may be currently providing consulting services to, other biotechnology or biopharmaceutical companies including our competitors or
potential competitors. Some of these employees, consultants and contractors, may have executed proprietary rights, non-disclosure and non-competition
agreements in connection with such previous employment or engagement. Although we try to ensure that individuals working for or collaborating with us do not
use the intellectual property rights, proprietary information or know-how of others in their work for us, and do not perform work for us that is in conflict with their
obligations to another employer or any other entity, we may become subject to claims that we, our employees, consultants, advisors or other third parties have,
inadvertently or otherwise, misappropriated the intellectual property, including know-how, trade secrets or other information proprietary to their former or current
employers or clients. We may also be subject to claims that patents and applications we have filed to protect inventions of our employees, consultants, advisors or
other third parties, even those related to one or more of our product candidates, are rightfully owned by their former or concurrent employer. Litigation may be
necessary to defend against these claims. There is no guarantee of success in defending these claims. If we fail in defending any such claims, in addition to paying
monetary damages, we may lose valuable intellectual property rights, which could adversely affect our competitive position, business, financial condition, results
of operations, and prospects. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to our
management team.
We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property rights.
We may also be subject to claims that our former employees, contractors or collaborators, or other third parties have an ownership interest in our current or future
patents, patent applications, or other intellectual property rights, including as an inventor or co-inventor. We may be subject to ownership or inventorship disputes
in the future arising, for example, from conflicting obligations of employees, consultants or others who were or are involved in developing our products or product
candidates. Although it is our policy to require our employees and our personnel who may be involved in the development of intellectual property to execute
agreements assigning such inventions, we may not obtain these agreements in all circumstances, and individuals with whom we have these agreements may not
comply with their terms. The assignment of intellectual property may not be self-executing and despite such agreement, such inventions may become assigned to
third parties. In the event of unauthorized use or disclosure of our trade secrets or proprietary information, these agreements, even if obtained, may not provide
meaningful protection, particularly for our trade secrets or other confidential information. We may be subject to claims that former employees, consultants, advisors
or other third parties have an ownership interest in our patents or other intellectual property. If we fail in defending any such claims, in addition to paying monetary
damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property rights, and other owners
may be able to license their rights to other third parties, including our competitors. Such an outcome could have a material adverse effect on our business. Even if
we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our management and scientific
personnel.
In addition, we may face claims by third parties challenging ownership interest in or inventorship of intellectual property rights we regard as our own, based on
claims that our agreements with employees, consultants, advisors or other third parties obligating them to assign intellectual property to us are ineffective or in
conflict with prior or competing contractual obligations of assignment, which could result in ownership disputes regarding intellectual property we have developed
or will develop and interfere with our ability to capture the commercial value of such intellectual property. We are not aware of any threatened or pending claims
related to these matters, but in the future litigation may be necessary to defend against these and other claims challenging inventorship or ownership and it may be
necessary or we may desire to obtain a license to such third party’s intellectual property rights to settle any such claim; however, there can be no assurance that we
would be able to obtain such license on commercially reasonable terms, if at all. If we fail in defending any such claims, in addition to paying monetary damages,
we may lose valuable intellectual property rights. A court could prohibit us from using technologies, features or other intellectual property rights that are essential
to our products or technologies, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of
another person or entity, including another or former employers. An inability to incorporate technologies, features or other intellectual property rights that are
important or essential to our products or product candidates could have a material adverse effect on our business, financial condition, results of operations, and
competitive position, and may prevent us from developing, manufacturing and/or commercializing our products or technologies. In addition, we may lose valuable
intellectual property rights or personnel. Such an outcome could have a material adverse effect on our competitive position, business, financial condition, results of
operations, and prospects. Even if we are successful in defending against such claims, litigation could result in substantial costs and distraction to management and
other employees. Any litigation or the threat thereof may adversely affect our ability to hire employees or contract with independent sales representatives. A loss of
key personnel or their work
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product could hamper or prevent our ability to develop, manufacture and/or commercialize our products or services, which could materially and adversely affect
our business, financial condition and results of operations.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
In addition to patent protection, we also rely on other intellectual property rights, including protection of copyright, trade secrets, know-how, technology and/or
other proprietary information that is not patentable or that we elect not to patent. Trade secrets can be difficult to protect, and some courts are less willing or
unwilling to protect trade secrets. To maintain the confidentiality of our trade secrets and proprietary information, we rely heavily on confidentiality agreements
with third parties, and confidential information and invention assignment agreements with employees, consultants, advisors and appropriate third parties. However,
we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and
processes and we may not enter into such agreements with all employees, consultants and third parties who have been involved in the development of our
intellectual property rights. Although we generally require all of our employees, consultants, advisors and any third parties who have access to our proprietary
know-how, information, or technology to enter into confidentiality agreements, we cannot provide any assurances that all such agreements have been duly
executed.
In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological
security measures. Despite these efforts, we cannot provide any assurances that all such agreements have been duly executed, and 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. In
addition, such security measures may not provide adequate protection for our proprietary information, for example, in the case of misappropriation of a trade secret
by an employee, consultant, customer or third party with authorized access. Our security measures may not prevent an employee, consultant, advisor or other third
party from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate
remedy to protect our interests fully. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our
proprietary technologies will be effective. Therefore, we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade
secrets by such employees, consultants, advisors or third parties, despite the existence generally of these confidentiality restrictions. These agreements may not
provide meaningful protection against the unauthorized use or disclosure of our trade secrets, know-how or other proprietary information in the event the unwanted
use is outside the scope of the provisions of the contracts or in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how,
or other proprietary information. There can be no assurances that such employees, consultants, advisors or third parties will not breach their agreements with us,
that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by third parties,
including our competitors.
Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. We may not be able to obtain
adequate remedies in the event of such unauthorized use. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult,
expensive and time-consuming, and the outcome is unpredictable. Further, we may not be able to obtain adequate remedies for any breach. Even though we use
commonly accepted security measures, trade secret violations are often a matter of state law in the United States, and the criteria for protection of trade secrets can
vary among different jurisdictions. If the steps we have taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third
parties for misappropriating the trade secret.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable.
Because from time to time we expect to rely on third parties in the development, manufacture, and distribution of our products and provision of our services, we
must, at times, share trade secrets with them. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets.
Trade secrets will over time be disseminated within the industry through independent development, the publication of journal articles and the movement of
personnel skilled in the art from company to company or academic to industry scientific positions. Though our agreements with third parties typically restrict the
ability of our advisors, employees, collaborators, licensors, suppliers, third-party contractors and consultants to publish data potentially relating to our trade secrets,
our agreements may contain certain limited publication rights. In addition, if any of our trade secrets were to be lawfully obtained or independently developed by a
competitor, 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. Despite employing the contractual and other security precautions described above, the need to share trade secrets 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. If any of
these events occurs or if we otherwise lose protection for our trade secrets, the value of this information may be greatly reduced and our competitive position,
business, financial condition, results of operations, and prospects would be harmed. If any of our trade secrets were to be disclosed to or independently developed
by a competitor, our competitive position would be harmed. The exposure of our trade secrets and other proprietary information would impair our competitive
advantages and could have a material adverse effect on our business, financial condition and results of operations. In particular, a failure to protect our proprietary
rights may allow competitors to copy our technology, which could adversely affect our pricing and market share. If we do not apply for patent protection prior to
such publication or if we cannot
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otherwise maintain the confidentiality of our proprietary technology and other confidential information, then our ability to obtain patent protection or to protect our
trade secret information may be jeopardized.
Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not
adequately protect our business or permit us to maintain our competitive advantage. For example:
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others may be able to make precision medicines that are similar to ours but that are not covered by the claims of the patents that we own or have
exclusively licensed;
we or our licensors or future collaborators might not have been the first to make the inventions covered by the issued patents or pending patent
applications that we own or have exclusively licensed;
we or our licensors or future collaborators might not have been the first to file patent applications covering certain of our inventions;
others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual
property rights;
it is possible that our pending patent applications or those that we may own in the future will not lead to issued patents;
issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors;
the patents of others may harm our business;
we may choose not to seek patent protection for some of our proprietary technology to maintain certain trade secrets or know-how, and a third party
may subsequently file a patent covering such trade secrets or know-how;
our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information
learned from such activities to develop competitive products for sale in our major commercial markets; and
we may not develop additional proprietary technologies that are patentable;
Should any of these events occur, they could significantly harm our business, financial condition, results of operations and prospects.
Risks Related to Government Regulation
Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product
candidates and may affect the prices we may set.
In the United States, the EU and other jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes and
proposed changes to the healthcare system that could affect our future results of operations. In particular, there have been and continue to be a number of initiatives
at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of healthcare. For example, in March 2010, the Patient Protection
and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively the ACA, was enacted, which substantially changed the
way healthcare is financed by both governmental and private payors. Among the provisions of the ACA, those of greatest importance to the pharmaceutical and
biotechnology industries include the following:
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an annual, non-deductible fee payable by any entity that manufactures or imports certain branded prescription drugs and biologic agents (other than
those designated as orphan drugs), which is apportioned among these entities according to their market share in certain government healthcare
programs;
an increase to the minimum Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program and an extension the rebate
program to individuals enrolled in Medicaid managed care organizations;
a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled,
infused, instilled, implanted or injected;
expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to certain individuals
with income at or below 133% of the federal poverty level, thereby potentially increasing a manufacturer’s Medicaid rebate liability;
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a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 70% point-of-sale discounts off negotiated
prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to
be covered under Medicare Part D;
a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research,
along with funding for such research; and
establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services, or CMS, to test innovative payment and
service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending.
Since its enactment, there have been judicial, executive and congressional challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court
dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Prior to the U.S.
Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for
purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and
reconsider their existing policies and rules that limit access to healthcare. It is unclear how other healthcare reform measures enacted by Congress or implemented
by the Biden administration, if any, will impact our business.
In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. In August 2011, the Budget Control Act of
2011, among other things, led to aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect in April 2013 and,
due to subsequent legislative amendments to the statute, will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020
through March 31, 2022 and a 1% reduction from April 1, 2022 through June 30, 2022, unless additional action is taken by Congress. In January 2013, the
American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including
hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers
from three to five years. More recently, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory
Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price, beginning January 1, 2024. These new laws or any other similar laws
introduced in the future may result in additional reductions in Medicare and other health care funding, which could negatively affect our customers and accordingly,
our financial operations.
Moreover, payment methodologies may be subject to changes in healthcare legislation and regulatory initiatives. For example, CMS may develop new payment and
delivery models, such as bundled payment models. In addition, recently there has been heightened governmental scrutiny over the manner in which manufacturers
set prices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted federal and state legislation designed to,
among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under government payor programs, and review the relationship
between pricing and manufacturer patient programs. While further proposed measures will require authorization through additional legislation to become effective,
Congress and the Biden Administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. For
example, the Build Back Better Act, if enacted, would introduce substantial drug pricing reforms, including the establishment of a drug price negotiation program
within the U.S. Department of Health and Human Services that would require manufacturers to charge a negotiated “maximum fair price” for certain selected drugs
or pay an excise tax for noncompliance, and the establishment of rebate payment requirements on manufacturers of certain drugs payable under Medicare Parts B
and D. If the Build Back Better Act is not enacted, similar or other drug pricing proposals could appear in future legislation.
We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal
government will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.
Individual states in the United States have also increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological
product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and
transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Legally-mandated price controls on
payment amounts by third-party payors or other restrictions could harm our business, results of operations, financial condition and prospects. In addition, regional
healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be
included in their prescription drug and other healthcare programs. Furthermore, there has been increased interest by third party payors and governmental authorities
in reference pricing systems and publication of discounts and list prices. These reforms could reduce the ultimate demand for our product candidates or put pressure
on our product pricing.
In the EU, similar political, economic and regulatory developments may affect our ability to profitably commercialize our product candidates, if approved. In
addition to continuing pressure on prices and cost containment measures, legislative
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developments at the EU or member state level may result in significant additional requirements or obstacles that may increase our operating costs. The delivery of
healthcare in the EU, including the establishment and operation of health services and the pricing and reimbursement of medicines, is almost exclusively a matter
for national, rather than European Union, law and policy. National governments and health service providers have different priorities and approaches to the delivery
of health care and the pricing and reimbursement of products in that context. In general, however, the healthcare budgetary constraints in most European Union
member states have resulted in restrictions on the pricing and reimbursement of medicines by relevant health service providers. Coupled with ever-increasing
European Union and national regulatory burdens on those wishing to develop and market products, this could prevent or delay marketing approval of our product
candidates, restrict or regulate post-approval activities and affect our ability to commercialize our product candidates, if approved. In markets outside of the United
States and European Union, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on
specific products and therapies.
We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action in the United States, the
EU or any other jurisdiction. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new
requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that
may have been obtained and we may not achieve or sustain profitability.
Our business operations and current and future relationships with investigators, healthcare professionals, consultants, third-party payors, patient
organizations and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.
Our business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors, patient organizations and
customers, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial
arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our product candidates, if
approved. Such laws include:
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the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering,
receiving or providing any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly, in cash or in
kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good,
facility, item or service, for which payment may be made, in whole or in part, under any U.S. federal healthcare program, such as Medicare and
Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a
violation;
the U.S. federal civil and criminal false claims and civil monetary penalties laws, including the civil False Claims Act, which prohibit, among other
things, including through civil whistleblower or qui tam actions, individuals or entities from knowingly presenting, or causing to be presented, to
the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used, a
false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an
obligation to pay money to the U.S. federal government. Pharmaceutical manufacturers can cause false claims to be presented to the U.S. federal
government by engaging in impermissible marketing practices, such as the off-label promotion of a product for an indication for which it has not
received FDA approval. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S.
federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;
HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme
to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially
false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback
Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to
violate it in order to have committed a violation;
the Federal Food Drug or Cosmetic Act, or FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and
medical devices;
the U.S. Physician Payments Sunshine Act and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and
medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report
annually to the government information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists,
optometrists, podiatrists and chiropractors), certain non-physician practitioners (nurse practitioners, certified nurse anesthetists, physician assistants,
clinical nurse specialists, anesthesiology assistants and certified nurse midwives), and teaching hospitals, as well as ownership and investment
interests held by the physicians described above and their immediate family members;
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federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm
consumers;
analogous U.S. state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices,
including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed
by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s
voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments
that may be made to healthcare providers and other potential referral sources; and state laws and regulations that require drug manufacturers to file
reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to
healthcare professionals and entities; state and local laws requiring the registration of pharmaceutical sales representatives;
the U.S. Foreign Corrupt Practices Act of 1977, as amended, which prohibits, among other things, U.S. companies and their employees and agents
from authorizing, promising, offering, or providing, directly or indirectly, corrupt or improper payments or anything else of value to foreign
government officials, employees of public international organizations and foreign government owned or affiliated entities, candidates for foreign
political office, and foreign political parties or officials thereof; and
similar healthcare laws and regulations in the EU and other jurisdictions, including reporting requirements detailing interactions with and payments
to healthcare providers.
Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve
substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations,
agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of
the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including civil, criminal
and administrative penalties, damages, fines, exclusion from government-funded healthcare programs, such as Medicare and Medicaid or similar programs in other
countries or jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, disgorgement, individual imprisonment,
contractual damages, reputational harm, diminished profits and the curtailment or restructuring of our operations. If any of the physicians or other providers or
entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative
sanctions, including exclusions from government funded healthcare programs and imprisonment, which could affect our ability to operate our business. Further,
defending against any such actions can be costly, time-consuming and may require significant 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.
Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely
affect our business, results of operations, and financial condition.
The regulatory environment surrounding information security, data collection and privacy is increasingly demanding. We are subject to numerous U.S. federal and
state laws and non-U.S. regulations governing the protection of personal and confidential information of our clinical patients, clinical investigators, employees and
vendors/business contacts, including in relation to medical records, credit card data and financial information. For example, on May 25, 2018, the GDPR became
effective, implementing more stringent requirements in relation to our use of personal data. The GDPR applies to any company established in the EEA as well as to
those outside the EEA if they collect and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their
behavior. We will be subject to the GDPR where we have an EEA presence or “establishment”, when conducting clinical trials with EEA based data subjects
(whether the trials are conducted directly by us or through a clinical vendor or collaborator) or when offering approved products or services in the future to EEA
based data subjects. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of
data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the noncompliant company,
whichever is greater. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to
provide adequate protection to such personal data, including the U.S., and the efficacy and longevity of current transfer mechanisms between the EU and the U.S.
remains uncertain. For example, in 2016, the EU and U.S. agreed to a transfer framework for data transferred from the EU to the U.S., called the Privacy Shield,
but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union. Further, from January 1, 2021, companies have to comply with
the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors
the fines under the GDPR, e.g. fines up to the greater of €20 million (£17.5 million) or 4% of global turnover. The relationship between the United Kingdom and
the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how United Kingdom data protection laws and regulations will develop
in the medium to longer term, and how data transfers to and from the United Kingdom will be regulated in the long term. Currently there is a four to six-month
grace period agreed in the EU and United Kingdom Trade and Cooperation Agreement, ending June 30, 2021 at the latest, while the parties discuss an adequacy
decision. However, it is not clear whether (and when) an adequacy decision may be granted by the European Commission enabling data transfers
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from EU member states to the United Kingdom long term without additional measures. These changes may lead to additional costs and increase our overall risk
exposure.
The GDPR sets out a number of requirements that must be complied with when handling the personal data of individuals within the EEA, including: disclosures
about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements and onerous obligations on
services providers. In addition, to the extent a company processes, controls or otherwise uses “special category” personal data (including patients’ health or medical
information, genetic information and biometric information), more stringent rules apply, further limiting the circumstances and the manner in which a company is
legally permitted to process that data.
In the United States, HIPAA imposes privacy, security and breach reporting obligations with respect to individually identifiable health information upon “covered
entities” (health plans, health care clearinghouses and certain health care providers), and their respective business associates, individuals or entities that create,
receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity. HIPAA mandates the
reporting of certain breaches of health information to HHS, affected individuals and if the breach is large enough, the media. Entities that are found to be in
violation of HIPAA as the result of a breach of unsecured protected health information, a complaint about privacy practices or an audit by HHS, may be subject to
significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement
and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Even when HIPAA does not apply, according to the Federal Trade
Commission or the FTC, failing to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices in or affecting
commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures to be reasonable and
appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to
improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards.
In addition, certain states govern the privacy and security of health-related and other personal information in certain circumstances, some of which are more
stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. By
way of example, California enacted the California Consumer Privacy Act, or CCPA, on June 28, 2018, which went into effect on January 1, 2020. The CCPA
places increased privacy and security obligations on entities handling certain personal data of consumers or households, and gives 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. The CCPA 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. The CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a
trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business. Further, the
CPRA was recently voted into law by California residents. The CPRA significantly amends the CCPA, and imposes additional data protection obligations on
covered companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It also creates a new
California data protection agency specifically tasked to enforce the law, which would likely result in increased regulatory scrutiny of California businesses in the
areas of data protection and security. The substantive requirements for businesses subject to the CPRA will go into effect on January 1, 2023, and become
enforceable on July 1, 2023.
If any person, including any of our employees, clinical trial collaborators or those with whom we share such information, negligently disregards or intentionally
breaches our established controls with respect to clinical subject, clinical investigator or employee data, or otherwise mismanages or misappropriates that data, we
could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. In addition, a data
breach could result in negative publicity which could damage our reputation and have an adverse effect on our business, financial condition or results of operations.
Risks Related to Our Common Stock
Our stock price may be volatile and you may not be able to resell shares of our common stock at or above the price you paid.
The trading price of our common stock could be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond
our control. These factors include those discussed in this “Risk Factors” section of this Annual Report on Form 10-K and others such as:
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results from, and any delays in, our clinical trials for IDE397, darovasertib, or any other future clinical development programs, including public
misperception of the results of our clinical trials;
announcements by academic or other third parties challenging the fundamental premises underlying our approach to treating cancer and/or
biopharmaceutical product development;
announcements of regulatory approval or disapproval of our current or any future product candidates;
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failure or discontinuation of any of our research and development programs;
manufacturing setbacks or delays of or issues with the supply of the materials for our product candidates;
announcements relating to or results from our GSK Collaboration Agreement;
announcements relating to future licensing, collaboration or development agreements;
delays in the commercialization of our current or any future product candidates;
public misperception regarding the use of our therapies;
acquisitions and sales of new products, technologies or businesses;
quarterly variations in our results of operations or those of our future competitors;
changes in earnings estimates or recommendations by securities analysts;
announcements by us or our competitors of new products, significant contracts, commercial relationships, acquisitions or capital commitments;
developments with respect to intellectual property rights;
our commencement of, or involvement in, litigation;
changes in financial estimates or guidance, including our ability to meet our future revenue and operating profit or loss estimates or guidance;
major changes in our board of directors or management;
new legislation in the United States relating to the sale or pricing of pharmaceuticals;
FDA or other U.S. or comparable foreign regulatory actions affecting us or our industry;
product liability claims or other litigation or public concern about the safety of our product candidates;
market conditions in the biopharmaceutical and biotechnology sectors, particularly as a result of the volatility in the market caused by the COVID-
19 pandemic; and
general economic conditions in the United States and abroad.
In addition, the stock markets in general, and the markets for biopharmaceutical and biotechnology stocks in particular, have experienced extreme volatility,
particularly in response to the COVID-19 pandemic. In particular, the market prices of securities of smaller biotechnology have experienced dramatic fluctuations
that often have been unrelated or disproportionate to the operating results of these companies. These broad market fluctuations may adversely affect the trading
price or liquidity of our common stock. In the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities
class action litigation against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit
and the attention of our management would be diverted from the operation of our business.
An active, liquid and orderly market for our common stock may not be maintained, and you may not be able to resell your common stock.
Prior to our initial public offering, or IPO, in May 2019, there was no public market for shares of our common stock. Our stock recently began trading on the
Nasdaq Global Select Market, but we can provide no assurance that we will be able to maintain an active trading market on the Nasdaq Global Select Market or
any other exchange in the future. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you
consider reasonable. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses,
applications, or technologies using our shares as consideration.
Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.
If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common
stock could decline. As of December 31, 2021, we have outstanding a total of 38.5 million shares of common stock, of which the holders of approximately 2.3
million shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under
the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares purchased by affiliates. Any
sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock. In addition, as of December 31, 2021,
approximately 5.1 million shares of common stock that are either subject to outstanding options or reserved for future issuance under our existing equity incentive
plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, Rule 144
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and Rule 701 under the Securities Act. If these additional shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the
trading price of our common stock could decline.
General Risks
Our information technology systems, or those of our collaborators, CROs or other contractors or consultants, may fail or suffer security breaches, which could
adversely affect our business. Security breaches, loss of data or financial assets, and other disruptions could compromise sensitive information related to our
business or prevent us from accessing critical information and expose us to liability.
We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on information technology
systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information,
including intellectual property, proprietary business information and personal information. It is critical that we do so in a secure manner to maintain the
confidentiality and integrity of such confidential information, including both our own and that of third parties. We have established physical, electronic and
organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially available systems, software, tools, and
monitoring to provide security for our information technology systems and the processing, transmission and storage of digital information. We have also
outsourced elements of our information technology infrastructure, and as a result a number of third-party vendors may or could have access to our confidential
information. Our internal information technology systems and infrastructure, and those of our current and any future collaborators, contractors and consultants and
other third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical
failures, cyber-attacks or intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside our
organization.
The risk of a security breach or disruption or data loss, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments
and cyber-terrorists, has generally increased as the number, level of persistence, intensity and sophistication of attempted attacks and intrusions from around the
world have increased. Emerging and evolving cybersecurity threats such as the attack on SolarWinds and the Log4j vulnerability reported in December 2021 pose
unique challenges and involve sophisticated threat actors. In addition, the pervasive use of mobile devices that access confidential information increases the risk of
data security breaches, which could lead to the loss of confidential information or other intellectual property, including both our own and that of third parties. As a
result of the COVID-19 pandemic, we may also face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who
are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. As a result of the ongoing conflict
between Russia and the Ukraine, in February 2022 the U.S. Cybersecurity and Infrastructure Security Agency issued a "Shields Up" alert for American
organizations noting the potential for Russia’s cyber-attacks on Ukrainian government and critical infrastructure organizations to impact organizations both within
and beyond the United States, particularly in the wake of sanctions imposed by the United States and its allies.
We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. We
have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats.
Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched
against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may
remain undetected for an extended period. The costs to us to mitigate network security problems, bugs, viruses, worms, malicious software programs and security
vulnerabilities could be significant, and while we have implemented security measures to protect our data security and information technology systems, our efforts
to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service and other harm to our
business and our competitive position. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our
product development programs. For example, the loss of clinical trial data could result in delays in our regulatory approval efforts and significantly increase our
costs to recover or reproduce the data. Moreover, if a computer security breach affects our systems or results in the unauthorized release of personally identifiable
information, our reputation could be materially damaged. In addition, such a breach may require notification to governmental agencies, the media or individuals
pursuant to various federal and state privacy and security laws, if applicable, HIPAA, as amended by the Health Information Technology for Clinical Health Act of
2009, or HITECH, and its implementing rules and regulations, as well as regulations promulgated by the Federal Trade Commission and state breach notification
laws. We would also be exposed to a risk of loss, including financial assets or litigation and potential liability, which could materially adversely affect our business,
financial condition, results of operations and prospects.
If we engage in future acquisitions or strategic collaborations, it may increase our capital requirements, dilute our stockholders, cause us to incur debt or
assume contingent liabilities and subject us to other risks.
We may evaluate various acquisitions and strategic collaborations, including licensing or acquiring complementary products, intellectual property rights,
technologies, or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:
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increased operating expenses and cash requirements;
the assumption or incurrence of additional indebtedness or contingent liabilities;
the issuance of our equity securities;
assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new
personnel;
the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;
loss of key personnel, and uncertainties in our ability to maintain key business relationships;
uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product
candidates and regulatory approvals; and
our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even
to offset the associated acquisition and maintenance costs.
In addition, if we undertake acquisitions, we may incur large one-time expenses and acquire intangible assets that could result in significant future amortization
expense. Moreover, we may not be able to locate suitable acquisition opportunities and this inability could impair our ability to grow or obtain access to technology
or products that may be important to the development of our business.
We may not be successful in obtaining or maintaining necessary rights to our product candidates through acquisitions and in-licenses.
Our programs may require the use of intellectual property rights held by third parties to which we do not have rights. In such a case, the growth of our business will
depend in part on our ability to acquire, in-license or use these rights. However, we may be unable to acquire or in-license any compositions, methods of use,
processes or other third-party intellectual property rights from third parties that we identify as necessary for our product candidates on reasonable terms and
conditions or at all.
The acquisition or licensing of intellectual property rights for pharmaceutical products is very competitive. If we seek to acquire or license additional intellectual
property rights, we may face substantial competition from a number of more established companies, some of which have acknowledged strategies to license or
acquire products, and many of which have more institutional experience and greater financial and other resources than we have. These established companies may
have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities, as may other emerging
companies taking similar or different approaches to product licenses and/or acquisitions. In addition, a number of established research-based pharmaceutical and
biotechnology companies may acquire products in late stages of development to augment their internal product lines, which may provide those companies with an
even greater competitive advantage. Furthermore, companies that perceive us to be a competitor may be unwilling to assign or license rights to us or may interfere
with our acquisition or licensing of rights from others. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow
us to make an appropriate return on our investment.
We have collaborated with U.S. academic institutions and may in the future collaborate with U.S. and foreign academic institutions to accelerate our preclinical
research or development under written agreements with these institutions. These institutions may provide us with an option to negotiate a license to any of the
institution’s rights in technology resulting from the collaboration. Regardless of such option, we may be unable to negotiate a license within the specified
timeframe or under terms that are acceptable to us.
If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have on
reasonable terms, we may have to abandon development of that program and our competitive position, business, financial condition, results of operations, and
prospects could suffer.
If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business
may be adversely affected.
Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other
marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential collaborators or
customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand
identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other
trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Over the long term, if we are unable to establish
name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. We may
license our trademarks and trade names to third parties, such as distributors. Though these license agreements may provide guidelines for how our
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trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and tradenames by our licensees may jeopardize our rights in
or diminish the goodwill associated with our trademarks and trade names. Our efforts to enforce or protect our proprietary rights related to trademarks, trade names,
trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could
adversely affect our business, financial condition, results of operations and prospects.
Changes in patent law in the United States or in other countries could diminish the value of patents in general, thereby impairing our ability to protect our
product candidates.
Our patent rights may be affected by developments or uncertainty in the United States’ or other jurisdictions’ patent statutes, patent case law, USPTO rules and
regulations or the rules and regulations of other jurisdictions’ patent offices.
There are a number of recent changes to U.S. patent laws that may have a significant impact on our ability to protect our technology and enforce our intellectual
property rights. For example, on September 16, 2011, the Leahy-Smith America Invents Act, or Leahy-Smith Act, was signed into law. The Leahy-Smith Act
includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications will be prosecuted and may also affect
patent litigation. In particular, under the Leahy-Smith Act, the United States transitioned in March 2013 to a “first to file” system in which the first inventor to file a
patent application is typically entitled to the patent. Third parties are allowed to submit prior art before the issuance of a patent by the USPTO, and may become
involved in post-grant proceedings including opposition, derivation, reexamination, inter partes review or interference proceedings challenging our patent rights or
the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope or enforceability of, or invalidate, our
patent rights, which could adversely affect our competitive position. In addition, the U.S. congress may pass additional patent reform legislation that is unfavorable
to us.
The Supreme Court has ruled on several patent cases in recent years, 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 ability to obtain patents in the future, this
combination of events has created uncertainty with respect to the value of patents once obtained. Depending on decisions by the U.S. Congress, the federal courts
and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce
our existing patents and patents we might obtain in the future. Similarly, statutory or judicial changes to the patent laws of other countries may increase the
uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending all current and future patents in all countries throughout the world would be prohibitively expensive, and our intellectual property
rights in some countries outside the United States can be less extensive than those 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 may not be able to prevent third parties from
practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or
other jurisdictions. Competitors may use our 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 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 patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
The legal systems of many foreign countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us
to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights. For example, some foreign countries have
compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, some countries limit the enforceability of patents against
third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Proceedings to enforce our
patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at
risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We
may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts
to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we
develop or license. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive
position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected.
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Obtaining and maintaining 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.
The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions
during the patent process. Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to
be paid to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and/or applications.
We employ reputable professionals and rely on such third parties to help us comply with these requirements and effect payment of these fees with respect to the
patents and patent applications that we own, and if we license intellectual property we may have to rely upon our licensors to comply with these requirements and
effect payment of these fees with respect to any patents and patent applications that we license. In many cases, an inadvertent lapse can be cured by payment of a
late fee or by other means in accordance with the applicable rules. However, there are situations in which noncompliance can result in abandonment or lapse of a
patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the
market earlier than would otherwise have been the case.
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 will be influenced by the research and reports that industry or securities analysts publish about us or our business. We
currently have research coverage by securities and industry analysts. If no further or fewer securities or industry analysts commence coverage of us, the trading
price for our stock could be negatively impacted. 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 trials and 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 incur significant costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives. We may
fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, which could result in sanctions or other
penalties that would harm our business.
We incur significant legal, accounting and other expenses as a public company, including costs resulting from public company reporting obligations under the
Exchange Act and regulations regarding corporate governance practices. The listing requirements of the Nasdaq Global Market and the rules of the Securities and
Exchange Commission, or SEC, require that we satisfy certain corporate governance requirements relating to director independence, filing annual and interim
reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest and a code of conduct. Our management and other personnel devote a
substantial amount of time to ensure that we comply with all of these requirements. Moreover, the reporting requirements, rules and regulations will increase our
legal and financial compliance costs and make some activities more time-consuming and costly. Any changes we make to comply with these obligations may not
be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with
the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to
serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including D&O insurance, on
acceptable terms.
As a public company, we are subject to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, and the related rules of the SEC, which generally require
our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Beginning with
the second annual report that we will be required to file with the SEC, Section 404 requires an annual management assessment of the effectiveness of our internal
control over financial reporting. However, for so long as we remain an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012,
or JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging
growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an
emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from
our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. We will remain an emerging growth
company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual
gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held
by non-affiliates exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
In order to provide the reports required by these rules, we must conduct reviews and testing of our internal controls. During the course of our review and testing, we
may identify deficiencies and be unable to remediate them before we must provide the required reports. Furthermore, if we have a material weakness in our internal
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detect errors on a timely basis and our audited financial statements may be materially misstated. We or our independent registered public accounting firm may not
be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to
lose confidence in our reported financial information and cause the trading price of our stock to fall. In addition, as a public company we are required to file
accurate and timely quarterly and annual reports with the SEC under the Exchange Act. In order to report our results of operations and financial statements on an
accurate and timely basis, we will depend on CROs and contract manufacturing organizations, or CMOs, to provide timely and accurate notice of their costs to us
and on GSK to provide timely and accurate reports of cost sharing under the GSK Collaboration Agreement. Any failure to report our financial results on an
accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the Nasdaq Global Market or other adverse consequences that would
materially harm to our business.
If we are unable to maintain effective internal controls, our business, financial position, results of operations and prospects could be adversely affected.
As a public company, we are subject to reporting and other obligations under the Exchange Act, including Section 404, which require annual management
assessments of the effectiveness of our internal control over financial reporting. However, our independent registered public accounting firm will not be required to
formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an emerging growth company if
we continue to take advantage of the exemptions available to us through the JOBS Act.
The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant
documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify
material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act of 2002. These reporting and
other obligations place significant demands on our management and administrative and operational resources, including accounting resources.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States. Any failure to maintain effective internal controls could have an adverse effect on
our business, financial position, and results of operations.
We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less
attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and plan to rely on
exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include
not being required to comply with the auditor attestation requirements of Section 404, not being required to comply with any requirement that may be adopted by
the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information
about the audit and the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a
non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the
information we provide stockholders will be different than the information that is available with respect to other public companies. We cannot predict whether
investors will find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock, and our stock price may be more volatile.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised
accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we are subject
to the same new or revised accounting standards as other public companies that are not emerging growth companies.
If we sell shares of our common stock in future financings, stockholders may experience immediate dilution and, as a result, our stock price may decline.
We may from time to time issue additional shares of common stock at a discount from the current trading price of our common stock. As a result, our stockholders
would experience immediate dilution upon the purchase of any shares of our common stock sold at such discount. In addition, as opportunities present themselves,
we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or common stock. If we issue common
stock or securities convertible into common stock, our common stockholders would experience additional dilution and, as a result, our stock price may decline.
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Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
We have incurred substantial losses during our history and do not expect to become profitable in the near future, and we may never achieve profitability. To the
extent that we continue to generate losses for U.S. federal income tax purposes in the foreseeable future, unused losses will carry forward to offset a portion of
future taxable income, if any, until such unused losses expire, if ever. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a
corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain
stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards, or NOLs, and other pre-change tax attributes
(such as research and development tax credits) to offset its post-change taxable income or tax liability may be limited. We have experienced ownership changes in
the past. As a result of such ownership changes, our ability to utilize certain NOLs and other tax attributes may be permanently limited as such attributes will expire
unused. We are continuing to analyze the impact of such limitation on our financial statements. If finalized, Treasury Regulations currently proposed under Section
382 of the Code may further limit our ability to utilize our pre-change NOLs or credits if we undergo a future ownership change. We have experienced ownership
changes in the past and in the current year, and we may experience ownership changes in the future and/or subsequent shifts in our stock ownership (some of which
may be outside our control). As a result, even if we attain profitability, we may be unable to use a material portion of our NOLs and other tax attributes, which
could potentially result in increased future tax liability to us.
Enacted on June 29, 2020, California’s Assembly Bill No. 85 generally prohibits the total amount of refunds or credit offsets that would otherwise be allowed for a
taxable year beginning on or after January 1, 2020, and before January 1, 2023, from exceeding $5,000,000. This bill would, subject to certain exceptions related to
a taxpayer’s income, disallow a net operating loss deduction for any taxable year beginning on or after January 1, 2020, and before January 1, 2023, and would
extend the carryover period for a net operating loss deduction disallowed by that provision, as specified. It is possible that these provisions could adversely affect
our ability to utilize our net operating losses and business credits. California Senate Bill 113 (SB113) was signed into law by Governor Newsom on February 9,
2022, which lifts the suspension of net operating loss deductions and limitations on research and development credits for tax years beginning after December 31,
2021.
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to
entrenchment of management.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent changes in control or
changes in our management without the consent of our board of directors. These provisions include the following:
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•
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority
of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation,
death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares,
including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile
acquiror;
the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval;
the required approval of at least 66 2/3% of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated
bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our
stockholders;
the requirement that a special meeting of stockholders may be called only by our chief executive officer or president or by the board of directors,
which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the
acquiror’s own slate of directors or otherwise attempting to obtain control of us.
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We are also subject to the anti-takeover provisions contained in Section 203 of the Delaware General Corporation Law. Under Section 203, a corporation may not,
in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other
exceptions, the board of directors has approved the transaction.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the
amount of money available to us.
Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case to
the fullest extent permitted by Delaware law.
In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws and our indemnification agreements that we
have entered into with our directors and officers provide that:
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we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest
extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding,
had no reasonable cause to believe such person’s conduct was unlawful;
we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors
or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;
we will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person
against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to
indemnification;
the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our
directors, officers, employees and agents and to obtain insurance to indemnify such persons; and
we may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers,
employees and agents.
The cost of D&O insurance policy premiums is expected to continue to increase. If the costs of maintaining adequate D&O insurance coverage increase
significantly in the future, our operating results could be materially adversely affected. Likewise, if any of our current D&O insurance coverage should become
unavailable to us or become economically impractical, we may need to decrease our coverage limits or increase our self-insured retention or we may be unable to
renew such insurance at all. If we incur liabilities that exceed our coverage or incur liabilities not covered by our insurance, we would have to self-fund any
indemnification amounts owed to our directors and officers and employees in which case our results of operations and financial condition could be materially
adversely affected. Additionally, a lack of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers to serve our
company, which could adversely affect our business.
Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware and in the U.S.
federal district courts for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for
disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any state law
derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the
Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, any action to interpret, apply,
enforce, or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws, or any action asserting a claim against
us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other
employees and result in increased costs for investors to bring a claim.
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We do not intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation in
the price of our common stock.
We do not intend to pay any cash dividends on our common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our
growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future. Since we do not intend to pay dividends, your
ability to receive a return on your investment will depend on any future appreciation in the market value of our common stock. There is no guarantee that our
common stock will appreciate or even maintain the price at which our holders have purchased it.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties
Our corporate headquarters is located in South San Francisco, California, where we lease and occupy approximately 29,600 square feet of office and laboratory
space. The current term of our South San Francisco lease expires in July 2024, with an option to extend the term through July 2026.
We believe our existing facilities are sufficient for our needs for the foreseeable future. To meet the future needs of our business, we may lease additional or
alternate space, and we believe suitable additional or alternative space will be available in the future on commercially reasonable terms.
Item 3. Legal Proceedings
From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the
opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our
business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock trades on the Nasdaq Global Select Market under the symbol “IDYA.”
PART II
Stockholders
As of March 14, 2022, we had 12 record holders of our common stock. Since many of our shares of common stock are held by brokers and other institutions on
behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this Annual Report on Form 10-K.
Sale of Unregistered Securities
None.
Use of Proceeds from the Sale of Registered Securities
Not applicable.
Issuer Purchases of Equity Securities
The following table summarizes repurchases of our common stock during fiscal year 2021:
Period
December 2021
Total
Total Number
of Shares
Purchased
Average Price
Paid Per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares that
May Yet be
Repurchased
Under the Plans
or Programs
7,313 $
7,313 $
0.82
0.82
—
— $
—
—
All of the shares repurchased, as reflected in the table above, were repurchases of unvested shares of our common stock. Upon termination of employment of a
person holding unvested shares, we are entitled to repurchase the unvested shares.
Item 6. Reserved
We have omitted this information in accordance with the elimination of Item 301 of Regulation S-K (Release No. 33-10890).
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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 our financial statements and the related
notes included elsewhere in this report. This discussion and analysis and other parts of this report contain forward-looking statements based upon current beliefs,
plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding
our intentions, plans, objectives, expectations, forecasts and projections. Our actual results and the timing of selected events could differ materially from those
anticipated in these forward-looking statements as a result of several factors, including those set forth under the section titled “Risk Factors” and elsewhere in this
report.
Overview
We are a synthetic lethality focused precision medicine oncology company committed to the discovery and development of targeted therapeutics for patient
populations selected using molecular diagnostics. Our approach integrates small molecule drug discovery with extensive capabilities in identifying and validating
translational biomarkers to develop targeted therapies for select patient populations most likely to benefit. Our small molecule drug discovery expertise includes
discovery and development of small molecule inhibitors and protein degrader modalities. We are applying these capabilities to develop a robust pipeline in
precision medicine oncology, with a research focus in synthetic lethality – which represents an emerging class of precision medicine targets.
IDE397 – MAT2A Inhibitor Clinical Candidate
Our most advanced synthetic lethality product candidate is IDE397, a clinical-stage methionine adenosyltransferase 2a, or MAT2A, inhibitor being developed for
solid tumors with S-methyl-5'-thioadenosine phosphorylase, or MTAP, deletions.
We are leading research and development of IDE397 through early clinical development, in collaboration with GSK pursuant to the GSK Collaboration
Agreement. Our initial clinical development plans to evaluate IDE397 include a dose escalation portion of the Phase 1 clinical trial. We are enrolling patients
having solid tumors with MTAP deletion identified by commercial or institutional next generation sequencing, or NGS, panels or by MTAP immunohistochemistry,
or IHC, assay with confirmation by NGS.
We are currently enrolling patients into Cohort 6 of the dose escalation cohort of the Phase 1 clinical trial. As of March 1, 2022, we have enrolled an aggregate
total of 16 patients in the Phase 1 IDE397 clinical. These patients collectively have various solid tumor types with MTAP-deletion, including NSCLC, pancreatic
cancer, thymic cancer, adenoid cystic carcinoma, gastroesophageal cancer, and bladder cancer. As of March 1, 2022, IDE397 has been generally well tolerated with
mainly Grade 1/2 drug-related adverse events, and one patient who experienced drug-related Grade 3 asthenia that resolved after reducing the dose of IDE397.
There were no reported drug-related serious adverse events, no observed dose limiting toxicities, or DLTs, and IDE397 had not yet reached its maximum tolerated
dose, or MTD.
Following and subject to satisfactory completion of the dose escalation portion of the Phase 1 clinical trial, we plan to enroll patients having solid tumors with
MTAP deletion into one or more monotherapy expansion arms focused on one or more selected solid tumor indications. We also plan to evaluate IDE397 in
combination with one or more combination agents in patients having tumors with MTAP-deletion. Potential solid tumors we are considering for future evaluation
in one or more expansion arm(s) and/or combination arm(s) of the clinical trial evaluating IDE397 include NSCLC, head and neck cancer, bladder cancer, gastric
cancer, pancreatic cancer and esophagogastric cancer, among others.
We have submitted a protocol amendment to the FDA to support cohort expansion as monotherapy in NSCLC, esophagogastric cancer and other indications,
including potentially in one or more basket cohorts. This amendment will also support evaluation of IDE397 combination therapies with taxanes and other
potential combination agents, for example, in NSCLC, esophagogastric and/or pancreatic cancer. Subject to satisfactory progression of the dose escalation portion
of the Phase 1 clinical trial, we are targeting cohort expansion mid-year 2022. The timing of the expansion and/or combination cohorts may be influenced by when
we define the MTD. The clinical trial design for the expansion portion of the Phase 1 clinical trial includes an aggregate of 150 or more patients across expansion
cohorts.
We are obtaining patient biopsies for translational research from dose escalation cohorts and tumor biopsy backfill cohorts in the IDE397 Phase 1 clinical trial and
we also plan to obtain patient biopsies from expansion cohorts in the clinical trial. We are evaluating pharmacodynamic, or PD, biomarkers, such as peripheral or
plasma SAM and tumor SAM, as well as SDMA.
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We observed dose-proportional pharmacokinetic exposures across dose ranges of Cohort 1 through Cohort 5 of the Phase 1 dose escalation. The observed
exposures at doses of Cohort 4 and Cohort 5 exceeded active exposure targets established from preclinical models.
We observed preliminary clinical activity with monotherapy in early dose escalation cohorts, including pharmacodynamic response in plasma SAM and tumor
reductions in multiple patients with MTAP deleted advanced or metastatic solid tumors.
We observed a dose- and/or exposure-dependent pharmacodynamic modulation, reflected as a reduction in plasma SAM, a proximal pharmacodynamic marker, in
evaluable plasma samples across dose ranges of Cohort 1 through Cohort 5 of the IDE397 Phase 1 dose escalation clinical trial, satisfying the clinical protocol
threshold of approximately 60% or greater. We have initiated tumor biopsy cohorts in the IDE397 Phase 1 clinical trial to evaluate tumor pharmacodynamic, or
PD, biomarkers. The clinical protocol threshold was established based on IDE397 preclinical in vivo efficacy data in MTAP-deletion xenograft models. We
observed robust, dose- and/or exposure-dependent pharmacodynamic modulation of symmetric dimethyl arginine, or SDMA, in evaluable tumor biopsies from
Cohort 4 and Cohort 5.
We also observed tumor shrinkage in multiple patients in early dose escalation Cohorts 2 and 3 (n=3, n=2, respectively), including in a Cohort 2 NSCLC patient
(approximately 15% reduction in target lesions) and in a Cohort 3 adenoid cystic carcinoma patient with a lung metastasis (approximately 11% reduction in target
lesions), pursuant to RECIST v1.1 criteria.
Subject to initiation of an expansion cohort or establishing a MTD, we are targeting delivery of an IDE397 option data package to GSK mid-year 2022. Delivery
of the option data package would trigger an evaluation period for GSK to make a decision on whether to exercise its option to develop IDE397. We have a program
objective to obtain additional clinical PD data during dose escalation.
The GSK option data package comprises preclinical data and clinical data from the IDE397 monotherapy dose escalation study of the Phase 1 clinical trial,
including safety and tolerability data, pharmacokinetic data and pharmacodynamic modulation of SAM and tumor SDMA. The GSK option is exercisable within a
certain period after we deliver the option data package. Subject to GSK’s election to opt‐in and, if required, HSR clearance, we are entitled to receive a $50 million
opt‐in payment from GSK.
If GSK exercises its option and makes the related $50 million payment to us, GSK would lead later-stage global clinical development. We will be responsible for
20% of future development costs and GSK will be responsible for 80%. Assuming GSK decides to exercise the option, we will be eligible to receive future
development and regulatory milestones of up to $465 million. If GSK decides to exercise the option and upon commercialization, we will also receive 50% of U.S.
net profits and tiered royalties on global non-U.S. net sales ranging from high single digit to sub-teen double digit percentages, as well as certain commercial
milestones of up to $475 million.
Our evaluation of IDE397 as a clinical candidate is supported by preclinical data. We have evaluated the efficacy of IDE397 as monotherapy in over forty solid
tumor patient derived xenograft, or PDX, models with homozygous MTAP deletions. Results of this IDE397 MTAP-deletion PDX panel study were reported at
AACR 2021 and showed in vivo efficacy in multiple MTAP-null xenograft models demonstrating tumor growth inhibition, or TGI, when MAT2A was
pharmacologically inhibited with IDE397 as monotherapy. In this study, we observed greater than 60% TGI, in approximately 75% of the models and greater than
75% TGI in approximately 50% of models, in each case across major solid tumor types. We also observed tumor regressions, with greater than 100% TGI, in
multiple PDX models and across multiple solid tumor types, including in NSCLC as well as in bladder and gastric cancer PDX models.
In NSCLC, data from the preclinical PDX Panel Study has shown greater than 60% TGI in 12 independent NSCLC PDX models out of 14 models evaluated,
including in seven NSCLC adenocarcinoma PDX models out of nine evaluated and in five NSCLC squamous carcinoma PDX models out of five evaluated. Tumor
regressions were observed in three of five NSCLC squamous PDX models, including a complete response in one model.
Additionally, we have observed preclinical dose- and/or exposure-dependent modulation of selected PD biomarkers, including SDMA, ADMA and SAM, in these
in vivo models, including in NSCLC and HCT-116 MTAP deletion cell derived xenograft, or CDX, models. We also observed a correlation of in vivo efficacy with
dose-dependent PD modulation in MTAP-deletion CDX model in NSCLC. We have ongoing mechanistic studies, including evaluating various pathway
constituents such as SAM, MTA, SDMA, ADMA and other downstream metabolic and gene expression changes in in vitro and in vivo models.
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Through our participation in the DepMap (Cancer Dependency Map) consortium led by the Broad Institute of MIT and Harvard, or Broad Institute, and in
collaboration with GSK, we have conducted a PRISM screen of a panel of over 800 cell lines for pharmacological sensitivity to IDE397. This PRISM screen has
identified differential selectivity across tumor lineages, potentially enabling additional biomarker discovery and clinical opportunity expansion for IDE397.
Preclinical tolerability and efficacy studies are ongoing with IDE397 and various potential combination agents. Based on preliminary results, we have observed in
vivo efficacy with enhanced TGI for IDE397 in combination with a taxane in a pancreatic cancer PDX model. We have also demonstrated preclinical in vivo
efficacy of IDE397 plus standard-of-care combination agents, including with paclitaxel in head and neck cancer PDX model. We have also observed in vivo
efficacy with enhanced TGI in CDX / PDX models for IDE397 in combination with other DNA Damage Response, or DDR, target inhibitors, and for IDE397 in
combination with certain precision medicine target inhibitors in tumors having certain identified genetic alterations as co-alterations with MTAP.
PARG
We are advancing our preclinical research for an inhibitor of poly (ADP-ribose) glycohydrolase, or PARG, for patients having tumors with homologous
recombination deficiencies, or HRD, and potentially other genetic and/or molecular signatures.
We are targeting to submit an IND for our development candidate, IDE161, in the fourth quarter of 2022, subject to satisfactory completion of ongoing preclinical
and IND-enabling studies. We are also continuing preclinical evaluation of additional compounds in the lead series as an additional potential development
candidate or back-up compound.
We are evaluating the efficacy of our PARG inhibitors as monotherapy across a number of solid tumor CDX and PDX models with specific genetic
alterations. One of our PARG inhibitor compounds, designated as IDB-PARG, has demonstrated dose-dependent in vivo efficacy as monotherapy with tumor
regression or stasis in multiple CDX models and PDX models, including in ovarian cancer, gastric cancer and breast cancer models. In vivo studies in CDX and
PDX models have shown evidence of differentiation from a PARP inhibitor, niraparib, including enhanced TGI relative to such PARP inhibitor and, in certain
models, tumor regressions in models which are refractory to such PARP inhibitor. We have also observed dose-dependent modulation of a PD biomarker, PAR,
polymer chains across multiple in vivo CDX models, including in ovarian cancer, gastric cancer and breast cancer models.
We are preclinically evaluating and conducting IND-enabling studies for IDE161, our PARG inhibitor development candidate. Such studies include evaluation of
IDE161 as monotherapy in in vivo efficacy studies ongoing in multiple genetic settings, as well as in cell panel studies to validate and potentially identify new
biomarker hypotheses. We are supplementing our data set for indications and patient settings which are sensitive to pharmacological inhibition of our PARG
inhibitors.
In January 2022, we exercised our option under the Evaluation, Option and License Agreement between IDEAYA and Cancer Research Technologies, also known
as Cancer Research United Kingdom, or Cancer Research UK, and the University of Manchester, pursuant to which we hold exclusive worldwide license rights
covering a broad class of PARG inhibitors.
We have an ongoing strategic collaboration with the Broad Institute focused on synthetic lethality target and biomarker discovery. Through this collaboration with
the Broad Institute, we are evaluating paralog CRISPR knockdown in selected cell lines in conjunction with pharmacological inhibition of PARG to inform patient
selection and combination strategies in ovarian and breast cancer.
We own or control all commercial rights in our PARG program, subject to certain economic obligations pursuant to our exclusive, worldwide license with Cancer
Research UK / University of Manchester.
Pol Theta
We are progressing our program targeting DNA Polymerase Theta, or Pol Theta or POLQ, in collaboration with GSK, for patients having solid tumors with BRCA
or other homologous recombination deficiency, or HRD, mutations.
Subject to further preclinical studies, we are, in collaboration with GSK, targeting to initiate IND-enabling studies for our Pol Theta small molecule Pol Theta
ATPase domain inhibitor in the first half of 2022.
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We have shown combination activity of our Pol Theta ATPase inhibitor with multiple PARP inhibitors, including niraparib. We have demonstrated synergistic in
vivo efficacy of a Pol Theta ATPase inhibitor with niraparib: the combination of our Pol Theta ATPase inhibitor with niraparib enhanced the activity of niraparib in
the DLD1 BRCA2-/- xenograft model. Tumor regressions were observed for all animals in the study which were administered the combination.
We plan to continue further development of our POLQ program, including both protein degraders and small molecule inhibitors, in collaboration with GSK
pursuant to the GSK Collaboration. We have the potential to receive up to $20 million in aggregate milestone payments from GSK for certain milestones, which
may occur as we, in collaboration with GSK, advance a Pol Theta helicase inhibitor from preclinical development into early Phase 1 clinical trials.
Werner Helicase
We are also continuing to advance our preclinical research in collaboration with GSK for an inhibitor targeting Werner Helicase, or WRN, for patients having
tumors with high microsatellite instability, or MSI.
We have observed dose-dependent cellular viability effect and a dose-dependent cellular PD, response in multiple endogenous MSI high cell lines. We have also
demonstrated in vivo efficacy and PD response in a relevant MSI high model.
We observed Werner Helicase inhibitor in vivo efficacy in a CDX model with approximately 100% tumor growth inhibition. We are, in collaboration with GSK,
targeting nomination of a Werner Helicase inhibitor development candidate in 2023.
For this program, we plan to continue further development in collaboration with GSK pursuant to the GSK Collaboration Agreement. We have the potential to
receive up to $20 million in aggregate milestone payments from GlaxoSmithKline for certain milestones which may occur as we, in collaboration with GSK,
advance a Werner Helicase inhibitor from preclinical into early Phase 1 clinical trials.
Other Synthetic Lethality Pipeline Programs
We have initiated early preclinical research programs to identify small molecule inhibitors for a target in the MTAP-synthetic lethality pathway, or MTAP-SL. We
believe an MTAP-SL inhibitor may be complementary to our IDE397 clinical candidate targeting MAT2A as a combination of two synthetic lethality therapeutics
for patients selected based on tumors harboring MTAP deletion.
We have also initiated early preclinical research programs targeting multiple distinct DNA Damage Targets, or DDTs, for patients with solid tumors characterized
by proprietary biomarkers or gene signatures.
We own or control all commercial rights in our MTAP-SL and DDT programs.
Synthetic Lethality Target and Biomarker Discovery Platform
Synthetic lethality continues to be our core research focus. We have invested significantly and continue to invest in capabilities for identification and validation of
new synthetic lethality targets and biomarkers for patient selection. For targets of interest, we advance our research to discover therapeutic drug candidates and to
further qualify relevant biomarkers.
We are also continuing to invest in our capabilities to advance our research on newly identified synthetic lethality targets of interest, including to enable discovery
of therapeutic drugs and relevant biomarkers. These investments include both additional research personnel and capital investments, which will enhance our
capabilities broadly, including in target validation, biological assay development, protein synthesis, structural biology, computational chemistry, and analytical
chemistry, among other core functional areas.
In December 2021, we acquired our INQUIRE™ Chemical Library to enhance our synthetic lethality drug discovery platform INQUIRE is a proprietary, expert-
curated small-molecule library of over 200,000 chemical compounds, which we believe will enhance our hit discovery capabilities across a broad range of novel
synthetic lethality targets and historically difficult-to-drug target classes, such as helicases and endonucleases.
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Darovasertib – PKC Inhibitor Clinical Candidate
Synthetic Lethality Combination Therapies Targeting Oncogenic Pathways
Darovasertib (IDE196) is a clinical-stage, potent and selective small molecule inhibitor of protein kinase C, or PKC, for genetically-defined cancers having GNAQ
or GNA11 gene mutations. PKC is a protein kinase that functions downstream of the GTPases GNAQ and GNA11.
We are clinically evaluating darovasertib in a Phase 1/2 clinical trial, designated as IDE196-001, in solid tumors harboring GNAQ or GNA11 hotspot mutations in
a basket trial design, including in metastatic uveal melanoma, or MUM, and other solid tumor indications such as skin (cutaneous) melanoma.
Our clinical trial strategy in MUM is to pursue darovasertib as a combination therapy with crizotinib, an investigational cMET inhibitor, pursuant to the Pfizer
Agreement. We have formed a joint development committee with Pfizer responsible for coordinating all regulatory and other activities under the Pfizer
Agreement. If the clinical data from the combination study is positive, we plan to enter into good faith negotiations with Pfizer to determine a regulatory
submission strategy.
We are targeting to obtain guidance from the FDA in mid-year 2022 on a clinical trial design for enabling a potential registrational trial in MUM. We are planning
to present additional interim clinical data in from the MUM Phase 2 darovasertib/crizotinib arm of the clinical trial in mid-year 2022. The timing of the clinical data
and FDA guidance may be influenced by data maturity, including for example, appropriate interim assessments of median duration of response, or DOR, and/or
median progression free survival, or mPFS. Subject to FDA guidance, we will evaluate darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination
therapy in MUM in a Phase 2 potential registration-enabling clinical trial pursuant to the Second Pfizer Agreement.
Based on preliminary darovasertib monotherapy clinical data and its mechanism of action, we anticipate darovasertib clinical activity independent of Human
Leukocyte Antigen, or HLA, status in GNAQ/11-mutation cancers.
In coordination with St. Vincent’s Hospital Sydney Limited, we plan to initiate an Investigator Sponsored Trial, or IST, to evaluate darovasertib in a neo-adjuvant
and adjuvant setting in primary, non-metastatic uveal melanoma, or UM, patients. Data from this potential clinical trial may offer proof of concept on our
hypothesis that earlier treatment of UM patients with darovasertib, prior to tumor metastasis, may lead to improved patient outcomes.
We are also clinically evaluating darovasertib in combination with crizotinib in non-MUM cancers having GNAQ/11 mutations, with a current focus in skin
melanoma, pursuant to the Pfizer Agreement.
We are also evaluating other potential expansion opportunities in oncology for darovasertib. We are planning to evaluate, subject to preclinical validation,
darovasertib in combination with crizotinib in cMET-driven solid tumors such as hepatocellular carcinoma, or HCC, or NSCLC in a Phase 1 clinical trial pursuant
to the Third Pfizer Agreement. We are preclinically studying darovasertib in combination with a KRAS inhibitor in certain solid tumors.
Darovasertib / Crizotinib Synthetic Lethality Combination Therapy
In December 2020, we initiated a combination arm of our Phase 1/2 clinical trial under the Pfizer Agreement to evaluate darovasertib in combination with
crizotinib in patients having tumors harboring activating GNAQ or GNA11 hotspot mutations. An initial dose escalation portion of this arm of the clinical trial
evaluated the safety and efficacy of darovasertib in combination with crizotinib at various dose combinations. We initiated a Phase 2 expansion cohort in June
2021 to evaluate darovasertib / crizotinib combination therapy in MUM.
We are continuing patient enrollment into the Phase 2 clinical trial to evaluate the darovasertib / crizotinib combination in MUM and in patients having other solid
tumors with activating GNAQ/11 mutations, with a focus on GNAQ/11 skin melanoma. As of March 1, 2022, we have enrolled an aggregate total of 53 MUM
patients in the darovasertib / crizotinib arm of Phase 1/2 clinical trial.
In MUM, we reported preliminary clinical data from the Phase 2 expansion cohort evaluating darovasertib and crizotinib synthetic lethal combination in December
2021, based on a data and analyses cutoff on November 25, 2021. The preliminary interim data included: (i) 100% Disease Control Rate, or DCR: 16 of 16
evaluable patients with at least one post-baseline scan showed tumor shrinkage as determined by target lesion size reduction; (ii) 31% Overall Response Rate, or
ORR: 4 of 13 patients with at least two post-baseline scans had a confirmed partial response, or PR, as determined by RECIST 1.1 based on investigator or central
review; and no patients have come off-treatment prior to the second scan; and (iii) 46% of patients (6
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of 13) with at least two post-baseline scans observed greater than 30% tumor reduction, including one patient with an unconfirmed PR as determined by RECIST
1.1.
The darovasertib and crizotinib combination therapy demonstrated a manageable side effect profile in MUM patients (n=22) as of the November 25, 2021 data
cutoff, with predominantly Grade 1/2 drug-related adverse events. As of November 25, 2021, one patient experienced a drug-related serious adverse event of
diarrhea. Eighteen patients experienced a drug-related adverse events, of which six patients experienced Grade 3 drug-related adverse events, and no patients
observed Grade 4 or Grade 5 drug-related adverse events.
These preliminary clinical data provide clinical proof-of-concept for the darovasertib and crizotinib synthetic lethal combination treatment in MUM. These data
also inform potential expansion opportunities in other cMET-driven tumors.
These data are also consistent with the company’s translational research discovery that Phase 1 clinical response to darovasertib monotherapy associated with low
cMET activity, as measured by gene signature score or cMET expression. We identified cMET as a potential biomarker and a cMET inhibitor as potential
combination agent though our darovasertib translational research studies, or darovasertib cMET Translational Studies. In these studies, we observed preclinical
synergies between darovasertib and crizotinib in relevant cellular models under conditions simulating a tumor microenvironment in the liver, the site of
approximately 90% of uveal melanoma metastases. Additionally, we conducted a retrospective analysis of human clinical samples from the Novartis darovasertib
Phase 1 clinical trial, which also independently supported cMET expression / activation as potential biomarker / combination agent.
We presented data summarizing the results of certain darovasertib cMET translational studies at AACR in April 2021.
Darovasertib Monotherapy
The monotherapy arm of the Phase 1/2 clinical trial was initiated in June 2019 to evaluate darovasertib in solid tumors harboring GNAQ or GNA11 hotspot
mutations in a basket trial design. We have completed enrollment in the monotherapy arm of the Phase 1/2 clinical trial in MUM.
We reported clinical data in April 2021 for darovasertib monotherapy in MUM patients enrolled across the IDEAYA and Novartis Phase 1/2 clinical trials. At the
time of data and analyses cutoff on April 13, 2021, an aggregate of 88 patients were evaluable for safety and an aggregate of 81 patients were evaluable for efficacy
pursuant to RECIST 1.1.
In the MUM cohort of the monotherapy arm, as of April 13, 2021 data and analyses cutoff based on preliminary data from an unlocked database, we observed (i) a
fifty-seven percent (57%) 1-Year overall survival (OS) in predominantly second line, third line and heavily pre-treated (out to 7 and 8 lines of prior treatment)
MUM patients with ninety-five percent (95%) confidence interval (44%, 69%), (ii) a median OS of 13.2 months in predominantly second line, third line and
heavily pre-treated (out to 7 and 8 lines of prior treatment) MUM patients with ninety-five percent (95%) confidence interval (10.7 months, not reached), and (iii)
sixty-one percent (61%) (n=46) of MUM patients out of 75 evaluable had tumor reduction pursuant to RECIST 1.1guidelines, including 15 patients (20%) with
greater than thirty percent (30%) target lesion reduction, including one confirmed complete response.
Preliminary clinical data from darovasertib monotherapy arm shows that darovasertib activity is independent of HLA status.
In the skin melanoma cohort, 80% (n=4) of evaluable patients (n=5) had tumor reduction per RECIST 1.1. evaluation, including one confirmed partial response.
The overall safety profile of darovasertib monotherapy, as of the April 13, 2021 data and analyses cutoff, was consistent with prior experience and included
primarily common low grade but manageable GI and skin toxicities. Drug-related adverse events observed with darovasertib as monotherapy include: serious
adverse events of hypotension, nausea, vomiting, rash and liver toxicity; and adverse events that occurred in greater than 10% of patients of nausea, vomiting,
diarrhea, fatigue, rash, edema, and abdominal distention.
Darovasertib was initially developed as a monotherapy by Novartis, and we obtained an exclusive, worldwide license to darovasertib from Novartis in September
2018. Pursuant to our license agreement with Novartis, except for Novartis’ ongoing Phase 1 clinical trial, we control all future clinical development, and all
commercial rights to darovasertib, and may rely on and incorporate data previously submitted to the FDA by Novartis into our own regulatory
submissions. Novartis has completed enrollment in a Phase 1 clinical trial it is conducting to evaluate darovasertib in metastatic uveal melanoma. Phase 1
monotherapy data from Novartis was presented at the American Association for Cancer Research, or AACR, in April 2019.
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Regulatory / Potentially Registration-Enabling Clinical Trial
We plan to evaluate additional clinical tolerability and efficacy data from the ongoing darovasertib and crizotinib combination therapy Phase 2 portion of the
clinical trial in MUM patients, as well as potential strategic partnering of the darovasertib program, prior to initiation of a potentially registrational clinical trial in
MUM. We are planning to obtain guidance from the FDA on a clinical trial design for enabling a potential registrational trial.
Subject to feedback and guidance from the FDA, we are considering scenarios for potential registrational clinical studies. In one scenario, a single-arm Phase 2
clinical trial could comprise further enrollment of patients into the current single-arm Phase 2 clinical trial evaluating darovasertib and crizotinib as combination
therapy in MUM. In an alternative scenario, a randomized Phase 2 clinical trial could comprise a darovasertib and crizotinib combination arm as well as
comparative arm in MUM. The comparative agent could be, for example, darovasertib monotherapy. In either approach, we believe there may be an opportunity
for an accelerated approval based on the Phase 2 ORR as a primary endpoint, with a post-approval randomized Phase 3 as a confirmatory study based on a
progression free survival, or PFS, and/or overall survival, or OS, as endpoints.
Other Potential Indications
We are preclinically evaluating potential expansion opportunities in oncology for darovasertib – including in cMET-driven solid tumors such as HCC or NSCLC. In
March 2022, we entered into the Third Pfizer Agreement, pursuant to which we plan to evaluate, subject to preclinical validation, darovasertib and Pfizer’s cMET
inhibitor, crizotinib, as a combination therapy in cMET-driven tumors such as HCC or NSCLC in a Phase 1 clinical trial. We will provide IDE196 and pay for the
costs of this combination study; Pfizer will provide crizotinib for this combination study at no cost to us.
We are also preclinically evaluating potential expansion opportunities in KRAS-driven solid tumors, evaluating darovasertib in combination with a KRAS inhibitor.
In addition, we are exploring potential expansion opportunities in GNAQ/11 rare diseases, such as Sturge Weber Syndrome, or SWS, and Port Wine Stain, or PWS.
2020 Public Offering and Sale of IDEAYA Common Stock
On June 22, 2020, we closed on an underwritten public offering, or the Offering, of 6,666,667 shares of our common stock at an offering price of $15.00 per share,
pursuant to which we received gross proceeds of $100.0 million, before deducting underwriting discounts and commissions and other offering expenses.
On July 22, 2020, as part of the Offering, we sold and issued an additional 500,000 shares of common stock upon the exercise of the overallotment option by the
underwriters for gross proceeds of $7.5 million before deducting underwriting discounts and commissions and other offering. We realized aggregate gross
proceeds of $107.5 million from the Offering, including gross proceeds from the sale of shares in the base Offering and the sale of shares from exercise of the
overallotment option, and before deducting underwriting discounts and commissions and other offering expenses payable by us.
2020 Private Placement of IDEAYA Common Stock with GSK
On June 17, 2020, we entered into a stock purchase agreement with Glaxo Group Limited, or GGL, an affiliate of GlaxoSmithKline, pursuant to which GGL agreed
to purchase in a private placement, subject to certain conditions, 1,333,333 shares of our common stock at a price per share of $15.00, which is equal to the public
offering price per share in the Offering. The common stock sold pursuant thereto was not registered under the Securities Act of 1933, as amended, or the Securities
Act. The closing of this private placement occurred on August 3, 2020, following HSR Clearance of the associated GSK Collaboration Agreement, described
below, and satisfaction of other certain customary closing conditions.
On August 3, 2020, following HSR Clearance of the associated GSK Collaboration Agreement, we closed on the private placement with GGL. We received
proceeds of $20.0 million from the sale of these shares in this private placement.
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Prospectus Supplement - At-the-Market Facility
On August 12, 2020, we filed a prospectus supplement to the prospectus dated June 10, 2020, activating our at-the-market, or ATM, facility by entering into an
Open Market Sale Agreement, or August 2020 Sales Agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by the prospectus
supplement and the accompanying prospectus. Pursuant to the terms of the August 2020 Sales Agreement, we may offer and sell shares of our common stock,
$0.0001 par value per share, having an aggregate offering price of up to $50,000,000 from time to time through Jefferies acting as agent. Pursuant to the August
2020 Sales Agreement, Jefferies, as sales agent, receives a commission of 3.0% of the aggregate gross proceeds that we receive from each sale of its shares of
common stock sold under the August 2020 Sales Agreement.
During the year ended December 31, 2020, we sold 410,896 shares of our common stock for aggregate net proceeds of $6.6 million after deducting sales
commission and other expenses at a weighted average sales price of approximately $16.92 per share under an at-the-market offering pursuant to the August 2020
Sales Agreement with Jefferies as sales agent.
On January 20, 2021, we entered into a new Open Market Sale Agreement, or January 2021 Sale Agreement, with Jefferies, with respect to an at-the-market
offering program under which we may offer and sell, from time to time at our sole discretion, shares of its common stock, par value $0.0001 per share (the
“Common Stock”), having aggregate gross proceeds of up to $90.0 million through Jefferies as its sales agent. Under the January 2021 Sale Agreement, we will
pay Jefferies a commission equal to three percent (3.0%) of the aggregate gross proceeds from each sale of shares sold through Jefferies under the January 2021
Sale Agreement.
During the year ended December 31, 2021, we sold an aggregate of 3,407,872 shares of our common stock for aggregate net proceeds of $57.3 million at a
weighted average sales price of approximately $17.40 per share under the at-the-market offering pursuant to the August 2020 and January 2021 Sales Agreements
with Jefferies as sales agent. As of December 31, 2021, approximately $73.8 million of common stock remained available to be sold under the ATM facility.
In January 2022, we sold an aggregate of 2,173 shares of our common stock for aggregate net proceeds of $0.05 million at a weighted average sales price of
approximately $24.01 per share under the at-the-market offering pursuant to the January 2021 Sales Agreements with Jefferies as sales agent.
2021 Public Offering and Sale of IDEAYA Common Stock
On July 12, 2021, we completed an underwritten public offering of 5,333,333 shares of our common stock at an offering price to the public of $17.25 per share,
including 695,652 shares of common stock upon the exercise in full of the overallotment option by the underwriters, pursuant to which we received aggregate net
proceeds of $86.0 million, after deducting underwriting discounts and commissions and other offering expenses.
Management / Leadership Team
We continue to enhance our leadership team. Michael White, Ph.D., joined as Senior Vice President and Chief Scientific Officer, in November 2021. Dr. White
was previously Chief Scientific Officer and Head of Tumor Biology at Pfizer, Inc. and at UT Southwestern, where he was a Professor of Cell Biology and founding
Director of the Cancer Intervention and Prevention Discovery Program. Matthew Maurer, M.D. joined us as Vice President, Head of Clinical Oncology and
Medical Affairs in January 2021. Dr. Maurer was previously with Bristol Myers Squibb, and was earlier an oncologist and Assistant Professor of Medicine at
Columbia University College of Physicians and Surgeons.
Board of Directors
Susan L. Kelley, M.D. has joined as a member of our board of directors effective February 12, 2021, serving as a Class III director, with an initial term expiring at
our 2022 annual meeting of stockholders. Dr. Kelley has over 25 years of experience in oncology drug research and development, including most recently as Chief
Medical Officer of the Multiple Myeloma Research Consortium (MMRC), and previously at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, and at
Bristol-Myers Squibb.
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Corporate Update
We do not have any products approved for sale and have not generated any revenue since inception. We have funded our operations through December 31, 2021
primarily through the sale and issuance of common stock, redeemable convertible preferred stock, and convertible promissory notes, including our initial public
offering, or IPO, in May 2019, a follow-on underwritten public offering in June 2020, a direct private placement equity investment by GGL in June 2020, the sale
and issuance of common stock under our at-the-market facility pursuant to the August 2020 and January 2021 Sales Agreements with Jefferies as sales agent, and
through a follow-on underwritten public offering in July 2021. Additionally, we received a non-dilutive upfront cash payment from GSK in July 2020 in
connection with the GSK Collaboration Agreement.
Since our inception in June 2015, we have devoted substantially all of our resources to discovering and developing our product candidates. We have incurred
significant operating losses to date and expect that our operating expenses will increase significantly as we advance our product candidates through preclinical and
clinical development; seek regulatory approval, and prepare for, and, if approved, proceed to commercialization; acquire, discover, validate and develop additional
product candidates; obtain, maintain, protect and enforce our intellectual property portfolio; and hire additional personnel. Certain program costs that contribute to
our operating expenses will be reimbursed by GSK pursuant to the GSK Collaboration Agreement, including 100% of costs we incur for research we perform in
connection with the Pol Theta program and 80% of the aggregate program costs incurred by us and GSK for research each of us performs for the Werner Helicase
program, and if GSK exercises their exclusive option to obtain an exclusive license to continue development of and commercialize MAT2A products arising out of
the MAT2A program, also the MAT2A program. In addition, we expect to incur additional costs associated with operating as a public company.
Our net losses were $49.8 million and $34.5 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, we had an
accumulated deficit of $176.7 million.
Our ability to generate product revenue will depend on the successful development, regulatory approval and eventual commercialization of one or more of our
product candidates, ourselves, or for some programs, in collaboration with our strategic partners. We are leading and solely responsible for preclinical, translational
and clinical research and development, as applicable, for (i) the darovasertib monotherapy arm of our IDE196-001 clinical trial, (ii) our PARG program and (iii) our
earlier pipeline programs, including our MTAP-SL program and our DNA Damage Target or DDT programs. We are leading clinical development in the ongoing
darovasertib / crizotinib combination arm of our IDE196-001 clinical trial, in each case in coordination with Pfizer pursuant to the Pfizer Agreement. We are
leading preclinical development and early-stage clinical development for evaluation of IDE397 in the ongoing IDE397-001 Phase 1 clinical trial, in coordination
with GSK pursuant to the GSK Collaboration Agreement. We are collaborating with GSK on preclinical research for our Pol Theta and Werner Helicase programs,
pursuant to the GSK Collaboration Agreement.
Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings,
or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on
acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or
discontinue the development and commercialization of our product candidates.
As of December 31, 2021, we had cash, cash equivalents, and short-term and long-term marketable securities of $368.1 million.
We believe that our cash, cash equivalents, and short-term and long-term marketable securities will be sufficient to fund our planned operations for at least twelve
months from the date of the issuance of our Annual Report on Form 10-K filed March 17, 2022.
These funds will support our efforts through potential achievement of multiple preclinical and clinical milestones across multiple programs.
Components of Operating Results
Collaboration Revenues
To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales for the foreseeable future. Our
revenue consists exclusively of collaboration revenue under the GSK Collaboration Agreement, including amounts that are recognized related to previously
received upfront payments and amounts due and payable to us for research and development services. In the future, revenue may include additional milestone
payments, option exercise payments, profit sharing, and royalties on any net product sales under our collaborations. We expect that any revenue we generate will
fluctuate from period to period as a result of various factors, such as the timing and amount of license, research and development services, and milestone and other
payments. The revenue we recognize or generate under
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the GSK Collaboration Agreement may also fluctuate from period to period due to changes to prospective collaboration research budgets or changes to respective
allocation of resources as between the parties and as between internal or external (e.g., CRO) sources, in each case on a program by program basis, as part of
ongoing collaboration research management.
Operating Expenses
Research and Development Expenses
Substantially all of our research and development expenses consist of expenses incurred in connection with discovery and development of our product candidates.
These expenses include certain payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expenses for our
research and product development employees, fees to third parties to conduct certain research and development activities on our behalf including fees to CMOs and
CROs in support of manufacturing and clinical activity for IDE397 and darovasertib (IDE196), consulting costs, costs for laboratory supplies, costs for product
licenses and allocated overhead, including rent, equipment, depreciation, information technology costs and utilities. We expense both internal and external research
and development expenses as they are incurred.
We have entered into various agreements with CMOs and CROs. Our research and development accruals are estimated based on the level of services performed,
progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet
invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original
estimates, we will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related
services are recorded as prepaid expenses and other current assets until the services are rendered.
Costs of certain activities, such as preclinical studies, are generally recognized based on an evaluation of the progress to completion of specific tasks.
Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and
capitalized as prepaid expenses and other current assets on our balance sheet. The capitalized amounts are recognized as expense as the goods are delivered or the
related services are performed.
We do not allocate our internal costs by product candidate, including internal costs, such as payroll and other personnel expenses, laboratory supplies and allocated
overhead. With respect to internal costs, several of our departments support multiple product candidate research and development programs, and therefore the costs
cannot be allocated to a particular product candidate or development program. The following table summarizes our external clinical development expenses by
program:
External clinical development expenses (1):
IDE397
IDE196
Personnel related and stock-based compensation
Other research and development expenses
Total research and development expenses
Year Ended December 31,
2021
2020
$
$
3,952
7,587
18,656
27,963
58,158
$
$
2,162
7,093
10,669
19,774
39,698
(1)
External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services provided by external consultants, CMOs and CROs.
We are focusing substantially all of our resources on the development of our product candidates. We expect our research and development expenses to increase
substantially during the next few years, as we seek to initiate clinical trials for our product candidates, complete our clinical program, pursue regulatory approval of
our product candidates and prepare for a possible commercial launch. Predicting the timing or the cost to complete our clinical program or validation of our
commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if
the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays
in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical
development. Furthermore, we are unable to predict when or if our product candidates will receive regulatory approval with any certainty.
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General and Administrative Expenses
General and administrative expenses consist primarily of payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based
compensation expense, professional fees for legal, patent, consulting, accounting and tax services, allocated overhead, including rent, equipment, depreciation,
information technology costs and utilities, and other general operating expenses not otherwise classified as research and development expenses.
We anticipate that our general and administrative expenses will increase, as a result of increased personnel costs, including salaries, benefits and stock-based
compensation expense, patent costs for our product candidates, expanded infrastructure and higher consulting, legal and accounting services associated with
maintaining compliance with our NASDAQ stock exchange listing and requirements of the Securities and Exchange Commission, or the SEC, investor relations
costs and director and officer insurance policy premiums associated with being a public company.
Other Income (Expense)
Interest Income and Other Income (Expense), Net
Interest income and other income (expense), net consists primarily of interest income earned on our cash, cash equivalents and marketable securities.
Results of Operations
A discussion regarding our financial condition and results of operations for fiscal year 2021 compared to fiscal year 2020 is presented below. A discussion
regarding our financial condition and results of operations for fiscal year 2020 compared to fiscal year 2019 can be found in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 23, 2021.
Comparison of the Years Ended December 31, 2021 and December 31, 2020
The following table summarizes our results of operations for the periods indicated (in thousands):
Revenue
Collaboration revenue
Operating expenses
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense)
Interest income and other income, net
Net loss
Collaboration Revenue
Year Ended December 31,
2020
2021
Change
% Change
$
27,941 $
19,538 $
8,403
58,158
20,051
78,209
(50,268)
39,698
15,184
54,882
(35,344)
$
506
(49,762) $
849
(34,495) $
18,460
4,867
23,327
(14,924)
(343)
(15,267)
43%
47%
32%
43%
42%
(40%)
44%
Collaboration revenue increased by $8.4 million, or 43%, during the year ended December 31, 2021 compared to the year ended December 31, 2020. In July 2020,
the GSK Collaboration Agreement became effective, and we started recognizing collaboration revenue, which consists of revenue from preclinical and Phase 1
monotherapy clinical research and development services under the MAT2A program as well as preclinical research services and the related license under the Pol
Theta and WRN programs. Revenue we recognize from satisfaction of performance obligations under the GSK Collaboration Agreement is impacted by our
estimates of the remaining costs to complete our obligations, which may vary due to changes to prospective collaboration research budgets or changes to respective
allocation of resources and in any case require significant judgment, and may cause fluctuation in the revenue recognized from period to period. Collaboration
revenue recognized in the year ended December 31, 2020 also included $3.0 million of revenue from the exercise by GSK of the material right associated with the
option to license IDEAYA-owned technology under the MAT2A program to the extent necessary for preclinical activities.
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Research and Development Expenses
Research and development expenses increased by $18.5 million, or 47%, during the year ended December 31, 2021 compared to the year ended December 31,
2020. The increase in research and development expenses was primarily due to increases of $8.0 million in personnel-related expenses, including salaries, benefits
and stock-based compensation, related to an increase in headcount to support our growth, $6.6 million in fees paid to CROs, CMOs and consultants related to the
advancement of our lead product candidates through preclinical and clinical studies, and $3.9 million in costs for laboratory supplies, facilities and software to
support our research programs.
General and Administrative Expenses
General and administrative expenses increased by $4.9 million, or 32%, during the year ended December 31, 2021 compared to the year ended December 31, 2020.
The increase in general and administrative expenses was primarily due to increases of $3.7 million in personnel-related expenses, including salaries, benefits and
stock-based compensation, related to an increase in headcount to support our growth, $0.5 million in software licenses, $0.3 million for consulting services related
mainly to information technology support, and $0.3 million in directors’ and officers’ liability insurance premiums.
Interest Income and Other Income (Expense), Net
Interest income decreased by $0.3 million, or 40%, during the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to
lower cash, cash equivalents and marketable securities balances and lower interest rate yields.
Liquidity and Capital Resources; Plan of Operations
Sources of Liquidity
We have funded our operations primarily through the sale and issuance of common stock, redeemable convertible preferred stock, and convertible promissory
notes, as well as the up-front payment received from GSK. As of December 31, 2021, we had cash, cash equivalents and marketable securities of $368.1 million,
consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.
Material Cash Requirements
We have incurred net losses since our inception. For the years ended December 31, 2021 and December 31, 2020, we had net losses of $49.8 million and $34.5
million, respectively, and we expect to incur substantial additional losses in future periods. As of December 31, 2021, we had an accumulated deficit of $176.7
million. Based on our current business plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned
operations for at least the next 12 months from the issuance date of this Annual Report on Form 10-K.
To date, we have not generated any product revenue. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval
of and commercialize any of our product candidates, and we do not know when, or if, it will occur. We expect to continue to incur significant losses for the
foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates and begin to
commercialize any approved products. We are subject to all of the risks typically related to the development of new product candidates, and we may encounter
unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Moreover, we expect to incur additional
costs associated with operating as a public company.
We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through
private or public equity or debt financings, collaboration or other arrangements with corporate sources, or through other sources of financing. Adequate additional
funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed would have a negative impact on our financial
condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements for which will
depend on many factors, including:
•
•
•
the scope, timing, rate of progress and costs of our drug discovery, preclinical development activities, laboratory testing and clinical trials for our
product candidates;
the number and scope of clinical programs we decide to pursue;
the scope and costs of manufacturing development and commercial manufacturing activities;
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•
•
•
•
•
•
•
•
the extent to which we acquire or in-license other product candidates and technologies;
the cost, timing and outcome of regulatory review of our product candidates;
potential delays in our ongoing clinical programs as a result of the COVID-19 pandemic;
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual
property-related claims;
our ability to establish and maintain collaborations on favorable terms, if at all;
our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the
development of our product candidates;
the costs associated with being a public company; and
the cost and timing associated with commercializing our product candidates, if they receive marketing approval.
A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs
and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require
additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities,
our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations,
including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain
merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our
stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs
and clinical trials. We may also be required to sell or license to others rights to our product candidates in certain territories or indications that we would prefer to
develop and commercialize ourselves.
We lease our laboratory and office facilities in South San Francisco, California under non-cancelable operating leases with expiration dates in July 2024. In May
2018, we amended our South San Francisco facility lease agreement to expand the size of the original premises by adding approximately 7,340 rentable square feet
of additional space. In September 2019, we further amended our South San Francisco facility lease agreement to expand the size of the premises by adding 5,588
rentable square feet of additional space. As of December 31, 2021, we expect to make the total lease payments of $5.7 million through July 2024.
We enter into contracts in the normal course of business with third-party contract organizations for preclinical and clinical studies and testing, manufacture and
supply of our preclinical and clinical materials and providing other services and products for operating purposes. These contracts generally provide for termination
following a certain period after notice, and therefore we believe that our non-cancelable obligations under these agreements are not material.
Pursuant to the GSK Collaboration Agreement, subject to GSK’s exercise of option to obtain an exclusive, sublicensable license to make, have made, use, sell,
offer for sale and import MAT2A Compounds and MAT2A Products, we will be responsible for 20% of further development costs for the MAT2A program
thereafter. The cost-sharing percentages will be adjusted based on the actual ratio of U.S. to global profits for MAT2A products, as measured three and six years
after global commercial launch thereof. Also, we will be responsible for 20% of global research and development costs for the WRN program. The cost-sharing
percentages will be adjusted based on the actual ratio of U.S. to global profits for WRN products, as measured three and six years after global commercial launch
thereof. We may opt out of 50% U.S. net profit share and corresponding development cost share for the MAT2A program and/or the WRN program.
In September 2018, we entered into a license agreement with Novartis International Pharmaceuticals Ltd., or Novartis, to develop and commercialize Novartis’
LXS196 (also known as IDE196), a PKC inhibitor for the treatment of cancers having GNAQ and GNA11 mutations. In consideration of license and rights granted
under the license agreement, we made a one-time cash payment of $2.5 million to Novartis and issued 263,615 shares of Series B redeemable convertible preferred
stock to an affiliate of Novartis. Under the license agreement, we agreed to make contingent development and sales milestone payments of up to $29.0 million and
mid to high single digit royalty payments of the net sales of licensed products. Such milestones and royalties are dependent on future activity or product sales and
are not provided for in the table above as the timing and amounts, if any, are not estimable.
Adequate additional funding may not be available to us on acceptable terms or at all. See the section of this Annual Report titled “Part I, Item 1A. – Risk Factors”
for additional risks associated with our substantial capital requirements.
101
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements as defined in the rules and regulations of the SEC.
Summary Statement of Cash Flows
The following table sets forth the primary sources and uses of cash, cash equivalents, and restricted cash for each of the periods presented below (in thousands):
Net cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Net increase in cash, cash equivalents and restricted cash
Cash Flows from Operating Activities
Year Ended December 31,
2021
2020
$
$
(55,779) $
(69,666)
145,454
20,009 $
55,463
(146,243)
128,750
37,970
Net cash used in operating activities was $55.8 million for the year ended December 31, 2021. Cash used in operating activities was primarily due to the use of
funds in our operations to develop our product candidates resulting in a net loss of $49.8 million, adjusted for net non-cash charges of $11.8 million and changes in
net operating assets and liabilities of $17.8 million. Our non-cash charges consisted of $8.2 million in stock-based compensation, $1.9 million amortization of
premium on marketable securities and $1.7 million in depreciation. The net change in our operating assets and liabilities consisted primarily of decreases of $23.5
million in contract liabilities due to revenue recognized under the GSK Collaboration Agreement, $1.5 million in lease liabilities, $1.3 million in right-of-use assets
and $0.8 million in accounts receivable from GSK for estimated program costs under the GSK Collaboration Agreement, partially offset by increases of $4.2
million in accrued and other liabilities due to CRO fees in support of research and manufacturing activities and $1.2 million in accounts payable.
Net cash provided by operating activities was $55.5 million for the year ended December 31, 2020. Cash provided by operating activities was primarily due to an
increase in contract liability of $83.8 million as a result of the up-front payment received from GSK, stock-based compensation expense of $3.6 million, an increase
of accrued and other liabilities of $3.0 million due to fees to CROs in support of research and manufacturing activities and an increase in accrued payroll expenses
due to increased headcounts, and depreciation and amortization expense of $1.4 million, partially offset by the use of funds in our operations to develop our product
candidates resulting in a net loss of $34.5 million and an increase in accounts receivable of $1.9 million due to the estimated program costs for the fourth quarter of
2020 reimbursable by GSK under the GSK Collaboration Agreement.
Cash Flows from Investing Activities
Net cash used in investing activities was $69.7 million for the year ended December 31, 2021, which consisted primarily of $315.0 million used to purchase
marketable securities and $2.6 million used to purchase property and equipment, partially offset by $244.0 million provided by maturities of marketable securities
and $4.0 million from sale of marketable securities.
Net cash used in investing activities was $146.2 million for the year ended December 31, 2020, which consisted primarily of $242.3 million used to purchase
marketable securities and $0.5 million used to purchase property and equipment, partially offset by $96.6 million provided by maturities of marketable securities.
102
Cash Flows from Financing Activities
Net cash provided by financing activities was $145.5 million for the year ended December 31, 2021, which consisted primarily of $86.0 million of net proceeds
from our follow-on offering, $57.3 million of proceeds from ATM offering, $1.5 million of proceeds from exercise of common stock options, and $0.7 million of
proceeds from ESPP purchase.
Net cash provided by financing activities was $128.8 million for the year ended December 31, 2020, which consisted primarily of $100.7 million of net proceeds
from our follow-on offering, $20.0 million of net proceeds from our private placement of common stock, $6.6 million of proceeds from ATM offering, $1.2 million
of proceeds from exercise of common stock options, and $0.3 million of proceeds from ESPP purchase.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported revenue recognized and expenses incurred during the reporting periods. Our estimates are based on our
historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these
policies relate to the more significant areas involving management’s judgments and estimates. For more detail on our critical accounting policies, refer to Note 2 to
the financial statements appearing elsewhere in this Annual Report on Form 10-K.
Revenue Recognition
Licenses of intellectual property: If a license to our intellectual property is determined to be distinct from the other promised goods or services identified in an
arrangement, we recognize revenue from non-refundable, upfront fees allocated to the license at the point in time when the license is transferred to the customer
and the customer is able to use and benefit from the license. For licenses that are bundled with other goods or services, we utilize judgment to assess the nature of
the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the
appropriate method of measuring progress toward satisfying the performance obligation for purposes of recognizing revenue from non-refundable, upfront fees. We
evaluate the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition.
Customer options for additional goods or services: If a contract contains customer options that allow the customer to acquire additional goods or services,
including a license to our intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are deemed to
represent a material right. In determining whether the customer option has a material right, we assess whether there is an option to acquire additional goods or
services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be a performance obligation. If the
customer option is determined to represent a material right, the material right is recognized as a separate performance obligation. We allocate the transaction price
to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will
exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised.
103
Milestone payments: At the inception of each arrangement or amendment that includes development, regulatory or commercial milestone payments, we evaluate
whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 prescribes two methods
to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an
entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers
the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the
contract; however, it is not necessary for us to use the same approach for all contracts. If it is probable that a significant revenue reversal would not occur when the
uncertainty associated with the milestone is resolved, the associated milestone value is included in the transaction price. Milestone payments that are highly
susceptible to factors outside our influence, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. If there
is more than one performance obligation, the transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. We
recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the
probability or achievement of each milestone and any related constraint, and if necessary, adjusts our estimates of the overall transaction price. Any such
adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license deemed to be the
predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to
which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Upfront payments and fees are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until we
perform our obligations under these arrangements. Amounts payable to us are recorded as accounts receivable when our right to consideration is unconditional. We
do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the
customer and the transfer of the promised goods or services to the customer will be one year or less.
Contractual cost sharing payments received from a customer or collaboration partner are accounted for as variable consideration. We include an expected value in
the transaction price. Contractual cost sharing payments made to a customer or collaboration partner are accounted for as a reduction to the transaction price if such
payments are not related to distinct goods or services received from the customer or collaboration partner.
Contracts may be amended to account for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates
new, or changes existing, enforceable rights and obligations. When contract modifications create new performance obligations and the increase in consideration
approximates the standalone selling price for goods and services related to such new performance obligations as adjusted for specific facts and circumstances of the
contract, the modification is accounted for as a separate contract. If a contract modification is not accounted for as a separate contract, we account for the promised
goods or services not yet transferred at the date of the contract modification (the remaining promised goods or services) prospectively, as if it were a termination of
the existing contract and the creation of a new contract, if the remaining goods or services are distinct from the goods or services transferred on or before the date
of the contract modification. We account for a contract modification as if it were a part of the existing contract if the remaining goods or services are not distinct
and, therefore, form part of a single performance obligation that is partially satisfied at the date of the contract modification. In such case the effect that the contract
modification has on the transaction price, and on the entity’s measure of progress toward complete satisfaction of the performance obligation, is recognized as an
adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification (the adjustment to revenue is made on a
cumulative catch-up basis).
Upfront payment contract liabilities resulting from our license and collaboration agreements do not represent a financing component as the payment is not
financing the transfer of goods and services, and the technology underlying the licenses granted reflects research and development expenses already incurred by us.
As such, we do not adjust our revenues for the effects of a significant financing component.
104
Determination of the estimate of standalone selling price (“SSP”)
Prior to entering into the GSK Collaboration Agreement, we have never entered into a similar collaboration agreement nor have ever recognized any revenue, and
the SSP of performance obligations identified in the GSK Collaboration Agreement is not directly observable. Accordingly, we developed an estimate of the SSP of
each performance obligation based on the information known to us on the Effective Date and on input from an independent third-party valuation firm.
We applied the income approach as a primary methodology to determine the SSP of each performance obligation. Specifically, based on our early stage of
development and other relevant factors, we determined to use the following methodologies:
(1)
(2)
(3)
Preclinical and Phase 1 Monotherapy clinical research and development services under the MAT2A program (“MAT2A R&D Services”) – the expected
costs of satisfying the performance obligation, adjusted for probabilities of technical success where appropriate;
Preclinical research services and the related license to IDEAYA-owned technology under the Pol Theta program (“Pol Theta R&D Services”) – a
combination of risk-adjusted net present value analysis and the expected costs of satisfying the performance obligation, adjusted for probabilities of
technical success where appropriate;
Preclinical research services and the related license to IDEAYA-owned technology under the WRN program (“WRN R&D Services”) – a combination
of risk-adjusted net present value analysis and the expected costs of satisfying the performance obligation, adjusted for probabilities of technical success
where appropriate;
(4) The Option – risk-adjusted net present value analysis;
(5) Material right associated with the option to license to IDEAYA-owned technology under the MAT2A program to the extent necessary for preclinical
activities in preparation for the MAT2A Combination Trial (“Preclinical MAT2A License”) – the expected costs of satisfying the performance
obligation; and,
(6) Material right associated with the supply of MAT2A product for the MAT2A Combination Trial (“MAT2A Supply”) – the expected costs of satisfying
the performance obligation.
The assumptions used to determine the SSP of each performance obligation are based on numerous objective and subjective factors, combined with management
judgment, including:
•
•
•
•
•
•
projected preclinical and clinical research and development expenses;
the probability of technical success for the development, regulatory approval and commercialization of our product candidates;
projected cash flow during development and commercialization periods;
discount rates based on cost of capital;
the probability of exercise of the Option; and,
the projected manufacturing cost and overhead expense for IDE 397.
We considered reasonably available data points, market conditions and entity-specific factors in estimating the SSP of performance obligations. However, some of
these assumptions are specific to us and are not directly observable. We also applied our own judgment as management in determining these assumptions.
Accordingly, these assumptions are subject to uncertainty, and changing methodology and/or assumption could materially impact the estimate of the SSP of
performance obligations, and as a result, an amount of subsequent revenue recognition and/or its timing.
Determination of the timing of satisfaction of performance obligations
We recognize revenue from the MAT2A R&D Services, Pol Theta R&D Services and WRN R&D Services over time, as GSK simultaneously receives and
consumes the benefits provided by our performance as we perform. We measure our progress toward complete satisfaction of the MAT2A R&D Services, Pol Theta
R&D Services and WRN R&D Services based on the costs incurred as a percentage of the estimated total costs to be incurred to complete the performance
obligations.
The estimated total costs to be incurred to complete the MAT2A R&D Services, Pol Theta R&D Services and WRN R&D Services may evolve and be updated
throughout the performance period with the consultation with GSK through the joint development committee. Also, the expected timing of completing the MAT2A
R&D Services, Pol Theta R&D Services and WRN R&D Services may be updated. The change in the estimated total costs and/or the timing of completion may
materially impact an amount of subsequent revenue recognition and/or its timing.
105
JOBS Act Accounting Election
The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition
period to comply with new or revised accounting standards applicable to public companies. However, we have chosen to irrevocably “opt out” of such extended
transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging growth companies.
Recent Accounting Pronouncements
See the section titled “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” in Note 2 to our financial statements included
elsewhere in this Annual Report on Form 10-K for additional information.
106
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Sensitivity
The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates or
exchange rates. As of December 31, 2021, we had cash equivalents and marketable securities of $368.1 million, consisting of interest-bearing money market funds,
investments in U.S. government securities, commercial paper, and corporate bonds, for which the fair value would be affected by changes in the general level of
U.S. interest rates. Even if the fair value of certain government securities, commercial paper, and corporate bonds is affected by changes in U.S. interest rates, the
principal of such instruments will be due to us upon maturity.
We do not believe that inflation, interest rate changes or exchange rate fluctuations have had a significant impact on our results of operations for any periods
presented herein.
Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial statements is found in Item 15 of Part
IV of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
107
Item 9A. Controls and Procedures
Management’s Evaluation of our Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and
communicated to our management, including our principal executive and principal financial and accounting officers, as appropriate to allow timely decisions
regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.
Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our
disclosure controls and procedures at the end of the period covered by this Annual Report on Form 10-K. Based upon such evaluation, our principal executive
officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as
of such date.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially
affected, or are reasonably likely to materially effect, the Company's internal control over financial reporting.
Management’s 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) under the
Exchange Act). Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the
effectiveness of our internal control over financial reporting as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over
financial reporting was effective as of December 31, 2021.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial
reporting due to an exemption established by the JOBS Act for “emerging growth companies.”
Item 9B. Other Information
On March 11, 2022, we executed a second Clinical Trial Collaboration and Supply Agreement, or the Second Pfizer Agreement, with Pfizer to evaluate, subject to
FDA guidance, darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination therapy in MUM in a Phase 2 potential registration-enabling clinical trial. On
March 11, 2022, we also entered into a third Clinical Trial Collaboration and Supply Agreement, or the Third Pfizer Agreement, with Pfizer to evaluate, subject to
preclinical validation, darovasertib and Pfizer’s cMET inhibitor, crizotinib, as a combination therapy in other cMET-driven tumors such as HCC or NSCLC in a
Phase 1 clinical trial. For further information regarding the Second Pfizer Agreement and Third Pfizer Agreement, reported in lieu of information that would be
reported under Item 1.01 under Form 8-K, see the section titled “Item 1. Business—Agreements—Clinical Trial Collaboration and Supply Agreements with Pfizer
for Darovasertib (PKC)” included in this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
108
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of
Stockholders within 120 days after December 31, 2021, or the Proxy Statement, and is incorporated in this Annual Report on Form 10-K by reference.
Part III
Item 11. Executive Compensation.
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
109
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) FINANCIAL STATEMENTS
Part IV
The following documents are included on pages F-1 through F-27 attached hereto and are filed as part of this Annual Report on Form 10-K.
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Balance Sheets
Statements of Operations and Comprehensive Income
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements
(2) FINANCIAL STATEMENT SCHEDULES
All schedules to the financial statements are omitted as the required information is either inapplicable or presented in the financial statements.
(3) EXHIBITS
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this report.
110
F-2
F-3
F-4
F-5
F-6
F-7
(a) Exhibits.
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
10.1†
10.2(a)†
10.2(b)
Exhibit Description
Amended and Restated Certificate of Incorporation.
Amended and Restated Bylaws.
Reference is made to Exhibits 3.1 through 3.2.
Form of Common Stock Certificate.
Description of Common Stock.
Exhibit Index
Form
8-K
8-K
Incorporated by Reference
Date
Number
Filed
Herewith
5/28/2019
5/28/2019
S-1/A
5/13/2019
3.1
3.2
4.2
X
License agreement by and between IDEAYA Biosciences, Inc. and Novartis
International Pharmaceutical, Inc. dated as of September 19, 2018.
Evaluation, Option and License Agreement by and among IDEAYA Biosciences,
Inc., Cancer Research Technology Ltd. and University of Manchester dated as of
April 28, 2017.
Amendment #1 to Evaluation, Option and License Agreement by and among
IDEAYA Biosciences, Inc., Cancer Research Technology Ltd. and University of
Manchester dated as of April 24, 2019.
S-1
S-1
4/26/2019
10.1
4/26/2019
10.2(a)
S-1
4/26/2019
10.2(b)
10.2(c)
Amendment #2 to Evaluation, Option and License Agreement by and among
IDEAYA Biosciences, Inc., Cancer Research Technology Ltd. and University of
Manchester dated as of March 3, 2020.
10-K
3/24/2020
10.2(c)
10.3(a)#
2019 Incentive Award Plan.
10.3(b)#
Form of Stock Option Grant Notice and Stock Option Agreement under the 2019
Incentive Award Plan.
S-1/A
5/13/2019
10.5(a)
S-1/A
5/13/2019
10.5(b)
10.3(c)#
Form of Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement under the 2019 Incentive Award Plan.
S-1/A
5/13/2019
10.5(c)
10.3(d)#
Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit
Award Agreement under the 2019 Incentive Award Plan.
S-1/A
5/13/2019
10.5(d)
10.4#
Employee Stock Purchase Plan.
S-1/A
5/13/2019
10.6
10.5(a)#
2015 Equity Incentive Plan, as amended.
10.5(b)#
Form of Stock Option Agreement under the 2015 Equity Incentive Plan.
10.5(c)#
Form of Early Exercise Stock Option Agreement under the 2015 Equity Incentive
Plan.
10.5(d)#
Form of Stock Purchase Right Grant Notice and Restricted Stock Purchase
Agreement under 2015 Equity Incentive Plan.
S-1
S-1
S-1
S-1
4/26/2019
10.4(a)
4/26/2019
10.4(b)
4/26/2019
10.4(c)
4/26/2019
10.4(d)
111
10.12
10.13
10.14
10.15
10.6#
10.7#
10.8#
10.9#
Employment Agreement by and between IDEAYA Biosciences, Inc. and Yujiro
Hata.
S-1/A
5/13/2019
10.7(b)
Amended and Restated Employment Agreement by and between IDEAYA
Biosciences, Inc. and Michael White.
10-Q
11/15/2021
10.2
Employment Agreement by and between IDEAYA Biosciences, Inc. and Paul
Stone.
S-1/A
5/17/2019
10.12
Amended and Restated Employment Agreement by and between IDEAYA
Biosciences, Inc. and Jason Throne.
10-K
3/24/2020
10.11
10.10
Non-Employee Director Compensation Program.
S-1/A
5/17/2019
10.11
Form of indemnification agreement for directors and officers.
S-1/A
5/13/2019
Lease Agreement by and between IDEAYA Biosciences, Inc. and ARE-SAN
FRANCISCO NO. 17, LLC dated August 26, 2016.
Letter Agreement Amendment to Lease Agreement by and between IDEAYA
Biosciences, Inc. and ARE-SAN FRANCISCO NO. 17, LLC dated January 27,
2017.
S-1
S-1
10.13
10.14
10.15
4/26/2019
4/26/2019
10.16
First Amendment to Lease Agreement by and between IDEAYA Biosciences, Inc.
and ARE-SAN FRANCISCO NO. 17, LLC dated May 31, 2018.
S-1
4/26/2019
10.17
Second Amendment to Lease Agreement by and between IDEAYA Biosciences,
Inc. and ARE-SAN FRANCISCO NO. 17, LLC dated September 30, 2019.
10-Q
11/13/2019
10.11
10.16(a)†
Clinical Trial Collaboration and Supply Agreement between IDEAYA
Biosciences, Inc. and Pfizer Inc. dated as of March 11, 2020.
10-Q
5/12/2020
10.4
10.16(b)†
Amendment No. 1 to Clinical Trial Collaboration and Supply Agreement between
Pfizer Inc. and IDEAYA Biosciences, Inc. dated as of September 23, 2020.
10-Q
11/12/2020
10.1
10.16(c)†
Amendment No. 2 to Clinical Trial Collaboration and Supply Agreement between
Pfizer Inc. and IDEAYA Biosciences, Inc. dated as of April 8, 2021.
10-Q
5/10/2021
10.1
10.16(d)†
Amendment No. 3 to Clinical Trial Collaboration and Supply Agreement between
Pfizer Inc. and IDEAYA Biosciences, Inc. dated as of August 9, 2021.
10-Q
11/15/2021
10.1
10.17†
Collaboration, Option and License Agreement between GlaxoSmithKline
Intellectual Property (No. 4) Limited and IDEAYA Biosciences, Inc. dated as of
June 15, 2020.
10-Q
8/12/2020
10.3
10.18
Amendment No. 1 to Collaboration, Option and License Agreement between
GlaxoSmithKline Intellectual Property (No. 4) Limited and IDEAYA Biosciences,
Inc. dated as of October 23, 2020.
23.1
Consent of Independent Registered Public Accounting Firm.
112
X
X
24.1
31.1
31.2
Power of Attorney (included on signature page to this Annual Report on Form 10-
K).
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded with the Inline XBRL document
†
#
*
Certain information in this exhibit has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Indicates management contract or compensatory plan.
The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be
incorporated by reference into any filing of IDEAYA Biosciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.
113
X
X
X
X
X
X
X
X
X
X
X
INDEX TO THE FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Balance Sheets
Statements of Operations and Comprehensive Loss
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements
F-1
Page
F-2
F-3
F-4
F-5
F-6
F-7
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of IDEAYA Biosciences, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of IDEAYA Biosciences, Inc. (the “Company”) as of December 31, 2021 and 2020, and the related statements
of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in
the period ended December 31, 2021, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 17, 2022
We have served as the Company's auditor since 2017
F-2
IDEAYA Biosciences, Inc.
Balance Sheets
(in thousands, except share and per share amounts)
Assets
Current assets
Cash and cash equivalents
Short-term marketable securities
Accounts receivable
Prepaid expenses and other current assets
Total current assets
Restricted cash
Long-term marketable securities
Property and equipment, net
Right-of-use assets
Other non-current assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
Accrued liabilities
Contract liability
Operating lease liabilities, current
Other current liabilities
Total current liabilities
Long-term contract liability
Long-term operating lease liabilities
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 6)
Stockholders’ equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of December 31,
2021 and December 31, 2020; no shares issued and outstanding as of
December 31, 2021 and December 31, 2020
Common stock, $0.0001 par value, 300,000,000 shares authorized as of
December 31, 2021 and December 31, 2020; 38,533,045 and 29,537,216 shares
issued and outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital
Accumulated other comprehensive (loss) income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2021
2020
92,046 $
154,724
1,103
3,123
250,996
106
121,293
4,763
3,898
291
381,347 $
2,100 $
12,320
29,040
1,699
—
45,159
31,192
3,482
—
79,833
72,037
211,548
1,877
3,143
288,605
106
—
4,271
5,205
82
298,269
953
8,516
27,613
1,540
18
38,640
56,160
5,183
12
99,995
—
—
4
478,970
(712)
(176,748)
301,514
381,347 $
3
325,250
7
(126,986)
198,274
298,269
$
$
$
$
The accompanying notes are an integral part of these financial statements.
F-3
IDEAYA Biosciences, Inc.
Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
2021
$
Collaboration revenue
Total revenue
Operating expenses
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense)
Interest income and other income, net
Net loss
Unrealized (losses) gains on marketable securities
Comprehensive loss
Net loss per common share, basic and diluted
Weighted-average number of common shares outstanding
used in computing net loss per share, basic and diluted
Year Ended December 31,
2020
2019
27,941 $
27,941
19,538 $
19,538
58,158
20,051
78,209
(50,268)
506
(49,762)
(719)
(50,481) $
(1.41) $
39,698
15,184
54,882
(35,344)
849
(34,495)
(58)
(34,553) $
(1.40) $
$
$
—
—
34,319
9,952
44,271
(44,271)
2,296
(41,975)
96
(41,879)
(3.36)
35,252,443
24,721,775
12,496,957
The accompanying notes are an integral part of these financial statements.
F-4
IDEAYA Biosciences, Inc.
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands, except share amounts)
Balances as of January 1, 2019
Conversion of redeemable convertible preferred stock into
common stock
Issuance of common stock upon initial public offering, net of
issuance costs
Issuance of common stock upon exercise of stock options
Early exercised common stock options
Repurchase of early exercised shares
Vesting of early exercised common stock options and restricted
stock
Stock-based compensation
Other comprehensive income
Net loss
Balances as of December 31, 2019
Issuance of common stock upon follow-on public offering, net of
issuance costs
Issuance of common stock in private placement, net of
issuance costs
Issuance of common stock related to at-the-market offering
program,
net of issuance costs
Issuance of common stock upon exercise of stock options
Employee stock purchase plan (ESPP) purchase
Repurchase of early exercised shares
Vesting of early exercised common stock options
Stock-based compensation
Other comprehensive loss
Net loss
Balances as of December 31, 2020
Issuance of common stock upon follow-on public offering, net of
issuance costs
Issuance of common stock related to at-the-market offering
program,
net of issuance costs
Issuance of common stock upon exercise of stock options
Employee stock purchase plan (ESPP) purchase
Repurchase of unvested restricted stock
Vesting of early exercised common stock options and restricted
stock
Stock-based compensation
Other comprehensive loss
Net loss
Balances as of December 31, 2021
Redeemable Convertible
Preferred Stock
Common Stock
Shares
13,139,794
Amount
$
138,391
Shares
1,335,690
Amount
$
—
Additional
Paid-In
Capital
$
1,599
Accumulated
Other
Comprehensive
Income (Loss)
$
Total
Stockholders'
Equity
(Deficit)
Accumulated
Deficit
(31) $
(50,516) $
(48,948)
(13,139,794)
(138,391) 13,139,794
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,750,000
135,563
2,112
(23,698)
—
—
—
—
20,339,461
$
7,166,667
1,333,333
410,896
256,583
40,794
(10,518)
—
—
—
—
29,537,216
$
5,333,333
3,407,872
211,900
50,037
(7,313)
—
—
—
—
38,533,045
$
1
1
—
—
—
—
—
—
—
2
1
—
—
—
—
—
—
—
—
—
3
1
—
—
—
—
—
—
—
—
4
$
$
$
138,390
50,246
307
—
—
114
2,168
—
—
192,824
100,663
19,988
6,582
1,202
326
—
56
3,609
—
—
325,250
85,989
57,263
1,510
697
—
24
8,237
—
—
478,970
$
$
$
—
—
—
—
—
—
96
—
65
—
—
—
—
—
—
—
—
—
(41,975)
(92,491) $
$
—
—
—
—
—
—
—
—
(58)
—
7
$
—
—
—
—
—
—
—
(34,495)
(126,986) $
—
—
—
—
—
—
—
—
—
—
—
—
(719)
—
(712) $
—
—
—
(49,762)
(176,748) $
138,391
50,247
307
—
—
114
2,168
96
(41,975)
100,400
100,664
19,988
6,582
1,202
326
—
56
3,609
(58)
(34,495)
198,274
85,990
57,263
1,510
697
—
24
8,237
(719)
(49,762)
301,514
The accompanying notes are an integral part of these financial statements.
F-5
IDEAYA Biosciences, Inc.
Statements of Cash Flows
(in thousands)
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
Depreciation and amortization
Net amortization (accretion) of premiums (discounts) on
marketable securities
Stock-based compensation
Loss on sale of property and equipment
Realized gain on marketable securities
Changes in assets and liabilities
Accounts receivable
Prepaid expenses and other assets
Right-of-use assets
Accounts payable
Accrued and other liabilities
Contract liabilities
Lease liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities
Purchases of property and equipment, net
Purchases of marketable securities
Maturities of marketable securities
Sales of marketable securities
Net cash (used in) provided by investing activities
Cash flows from financing activities
Proceeds from issuance of common stock in public offering, net of
issuance costs
Proceeds from issuance of common stock in private placement, net
of issuance costs
Proceeds from issuance of common stock related to at-the-market offering
program, net of issuance costs
Proceeds from exercise of common stock options, net of repurchases
Proceeds from ESPP purchases
Net cash provided by financing activities
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, at beginning of period
Cash, cash equivalents and restricted cash, at end of period
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest
Supplemental non-cash investing and financing activities:
Right-of-use asset obtained in exchange for new operating lease liability
Vesting of early exercised options and restricted stock
Purchases of property and equipment in accounts payable and accrued
liabilities
Conversion of redeemable convertible preferred stock into common stock
2021
Year Ended December 31,
2020
2019
$
(49,762) $
(34,495) $
(41,975)
1,725
1,834
8,237
—
—
774
(189)
1,307
1,166
4,212
(23,541)
(1,542)
(55,779)
(2,644)
(314,996)
243,956
4,018
(69,666)
1,381
578
3,609
2
(18)
(1,877)
(510)
(148)
225
2,992
83,773
(49)
55,463
(493)
(242,314)
96,564
—
(146,243)
1,245
(473)
2,168
14
(8)
—
(1,963)
1,093
(195)
2,030
—
(1,249)
(39,313)
(1,353)
(88,004)
73,528
18,094
2,265
85,990
100,664
50,321
—
19,988
57,263
1,504
697
145,454
20,009
72,143
92,152 $
92,046 $
106 $
92,152 $
4 $
71 $
— $
24 $
92 $
— $
6,582
1,190
326
128,750
37,970
34,173
72,143 $
72,037 $
106 $
72,143 $
1
82
$
$
1,191 $
56 $
520 $
— $
—
—
289
—
50,610
13,562
20,611
34,173
34,067
106
34,173
1
91
—
114
—
138,391
$
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of these financial statements.
F-6
Notes to Financial Statements
1. Organization
Description of the Business
IDEAYA Biosciences, Inc.
IDEAYA Biosciences, Inc. (the “Company”) is a synthetic lethality-focused precision medicine oncology company committed to the discovery and development of
targeted therapeutics for patient populations selected using molecular diagnostics. The Company is headquartered in South San Francisco, California and was
incorporated in the State of Delaware in June 2015. To date, the Company has been primarily engaged in business planning, research, development, recruiting and
raising capital.
Initial Public Offering
On May 22, 2019, the Company’s registration statement on Form S-1 (File No. 333-231081) relating to its initial public offering (“IPO”) of common stock became
effective. The IPO closed on May 28, 2019, at which time the Company issued 5,750,000 shares of its common stock at a price of $10.00 per share, which included
shares issued upon the underwriters’ exercise of their overallotment option to purchase 750,000 additional shares. In addition, upon closing the IPO, all outstanding
shares of the redeemable convertible preferred stock converted into 13,139,794 shares of common stock. The Company received an aggregate of $50.2 million in
cash, net of underwriting discounts and commissions of $4.0 million, and after deducting offering costs of $3.3 million.
Follow-On Offering
On June 22, 2020, the Company completed an underwritten public offering and sold and issued 6,666,667 shares of common stock at a price to the public of $15.00
per share for gross proceeds of $100.0 million. On July 22, 2020, the Company sold and issued an additional 500,000 shares of common stock upon the exercise of
the overallotment option by the underwriters for gross proceeds of $7.5 million. The aggregate net proceeds to the Company were $100.7 million after deducting
underwriting discounts and commissions and other offering costs.
On July 12, 2021, the Company completed an underwritten public offering and sold and issued 5,333,333 shares of common stock, which included shares issued
upon the underwriters’ exercise in full of their overallotment option to purchase 695,652 additional shares, at a price to the public of $17.25 per share for net
proceeds of $86.0 million, after deducting underwriting discounts and commissions and other offering expenses.
Private Placement
The Company entered into a stock purchase agreement with Glaxo Group Limited, or GGL, on June 17, 2020, pursuant to which, on August 3, 2020, the Company
sold 1,333,333 shares at a price of $15.00 per shares to GGL for net proceeds of $20.0 million in a private placement.
At-the-Market Offering
On August 12, 2020, the Company filed a prospectus supplement to the prospectus dated June 10, 2020, activating its at-the-market facility by entering into an
open market sale agreement (the “August 2020 Sales Agreement) with Jefferies LLC (“Jefferies”), pursuant to which the Company could offer and sell shares of its
common stock with an aggregate offering price of up to $50.0 million under an “at the market” offering program. As of January 15, 2021, the Company exhausted
all sales under the August 2020 Sales Agreement. On January 20, 2021, the Company entered into a new open market sale agreement (the “January 2021 Sales
Agreement”) with Jefferies, pursuant to which the Company may offer and sell shares of its common stock with an aggregate offering price of up to $90.0 million
under an “at the market” offering program. For the year ended December 31, 2021, the Company sold an aggregate of 3,407,872 shares for net proceeds of $57.3
million after deducting sales commission and other expenses under the August 2020 Sales Agreement and the January 2021 Sales Agreement.
As of December 31, 2021, approximately $73.8 million of common stock remained available to be sold under the January 2021 Sales Agreement.
Liquidity
The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of
$176.7 million as of December 31, 2021. The Company has historically financed its operations primarily through the sale of convertible notes, redeemable
convertible preferred stock and common stock, and payments
F-7
received from its collaboration arrangement. To date, none of the Company’s product candidates have been approved for sale, and the Company has not generated
any revenue from commercial products since inception. Management expects operating losses to continue and increase for the foreseeable future, as the Company
progresses into clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently
encountered by companies in the biotechnology industry as discussed under Risks and Uncertainties in Note 2. While the Company has been able to raise multiple
rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are
favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material
adverse effect on the Company’s ability to achieve its intended business objectives.
As of December 31, 2021, the Company had cash, cash equivalents and marketable securities of $368.1 million. Management believes that the Company’s current
cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these
financial statements.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America
(“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Such estimates include useful lives of property and equipment, determination of the discount rate for operating leases, accruals for
research and development activities, revenue recognition, stock-based compensation, and income taxes. On an ongoing basis, management reviews these estimates
and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates.
Segments
The Company operates and manages its business as one operating and reportable segment, which is the business of research and development for oncology-focused
precision medicine. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for
purposes of allocating resources and evaluating financial performance. All of the Company's long-lived assets are located in the United States.
Risks and Uncertainties
The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the
biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology,
dependence on key personnel, contract manufacturers, contract research organizations and collaboration partners, compliance with government regulations and the
need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development
efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of
additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas
could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and
trends in new technologies and industry standards; results of clinical trials and collaboration activities; regulatory approval and market acceptance of the
Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent,
product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.
Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to
commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the
Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be
commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially
adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate
revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and
biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.
F-8
Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which
causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s
business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s
clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus
outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain.
The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The
Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and
distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to
entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of
financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and
adversely affect its business, financial condition and operations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities and accounts
receivable. Substantially all the Company’s cash is held by two financial institutions that management believes are of high credit quality. Such deposits may, at
times, exceed federally insured limits.
The Company’s investment policy addresses credit ratings, diversification, and maturity dates. The Company invests its cash equivalents and marketable securities
in money market funds, U.S. government securities, commercial paper, and corporate bonds. The Company limits its credit risk associated with cash equivalents
and marketable securities by placing them with banks and institutions it believes are creditworthy and in highly rated investments and, by policy, limits the amount
of credit exposure with any one commercial issuer. The Company has not experienced any credit losses on its deposits of cash, cash equivalents or marketable
securities.
Accounts receivable represents amounts due from GlaxoSmithKline. The Company monitors economic conditions to identify facts or circumstances that may
indicate that any of its accounts receivable are at risk of collection.
Cash Equivalents
Cash equivalents that are readily convertible to cash are stated at cost, which approximates fair value. The Company considers all highly liquid investments
purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents.
Restricted Cash
Restricted cash as of December 31, 2021 and December 31, 2020 consisted of cash balances held as security in connection with the Company’s facility lease
agreement in South San Francisco, California. The balances are classified as long-term assets on the Company’s balance sheet.
Marketable Securities
Marketable securities are investments in marketable securities with maturities greater than three months at the time of purchase. The Company determines the
appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The
Company has classified and accounted for its marketable securities as available-for-sale. After consideration of the Company’s risk versus reward objectives and
liquidity requirements, the Company may sell these securities prior to their stated maturities. The Company classifies highly liquid securities with maturities
beyond 12 months as long-term marketable securities in the balance sheet. These securities are carried at fair value as determined based upon quoted market prices
or pricing models for similar securities. Unrealized gains and losses, if any, are excluded from earnings and are reported as a component of accumulated other
comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is
included in interest income on the statements of operations and comprehensive loss. Realized gains and losses, if any, on available-for-sale securities are included
in interest income and other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities
classified as available-for-sale are included in interest income. The Company did not identify any of its marketable securities as other-than-temporarily impaired as
of December 31, 2021 and December 31, 2020.
F-9
Fair Value of Financial Instruments
The carrying amounts of the Company’s certain financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities
approximate fair value due to their relatively short maturities and market interest rates if applicable. Refer to Note 3 for details on the fair value of marketable
securities.
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which is generally between three and five years. Leasehold improvements are stated at cost and amortized over the shorter of
the useful lives of the assets or the lease term. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the
cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations and comprehensive
loss in the period realized.
Impairment of Long-Lived Assets
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset
group may not be recoverable. Recoverability is measured by comparison of the carrying amount of the asset or asset group to the future net cash flows which the
asset or asset group is expected to generate. If such asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There have been no such impairments of long-lived
assets for the years ended December 31, 2021 and December 31, 2020.
Leases
The Company determines if an arrangement is a lease, or contains a lease, at its inception. Operating leases are included in right-of-use (“ROU”) assets, lease
liabilities, and long-term lease liabilities on the Company’s balance sheet.
ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of the
Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in
determining the present value of future payments. The ROU asset also includes any lease payments made to the lessor at or before the commencement date, minus
lease incentives received, and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably
certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company
combines lease and nonlease components.
Cloud Computing Arrangements
The Company capitalizes certain implementation costs incurred under a cloud computing arrangement that is a service contract. Costs incurred during the
application development stage related to the implementation of the hosting arrangement are capitalized and included within prepaid expenses and other current
assets, and other non-current assets on the accompanying balance sheets. Amortization of capitalized implementation costs is recognized on a straight-line basis
over the term of the associated hosting arrangement when it is ready for its intended use. Costs related to preliminary project activities and post-implementation
activities are expensed as incurred.
Revenue Recognition
The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company
recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to
receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606,
the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies
a performance obligation.
The Company applies the five-step model to contracts when (1) parties have approved the contract and are committed to performing respective obligations, (2) the
Company can identify each party’s rights regarding the goods or services to be transferred, (3) the Company can identify the payment terms for the goods or
services to be transferred, (4) the contract has commercial substance, and (5) it is probable that the Company will collect the consideration it is entitled to in
exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract
and determines the performance obligations by assessing whether each promised good or service is
F-10
distinct. Goods or services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created.
The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations when (or as) the
performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the “variable consideration constraint”) that a
significant reversal of recognized revenue is not probable.
Licenses of intellectual property: If a license to the Company’s intellectual property is determined to be distinct from the other promised goods or services
identified in an arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license at the point in time when the license is
transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other goods or services, the Company
applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or
at a point in time and, if over time, the appropriate method of measuring progress toward satisfying the performance obligation for purposes of recognizing revenue
from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and
related revenue recognition.
Customer options for additional goods or services: If a contract contains customer options that allow the customer to acquire additional goods or services,
including a license to the Company’s intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are
deemed to represent a material right. In determining whether the customer option has a material right, the Company assesses whether there is an option to acquire
additional goods or services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be a performance
obligation. If the customer option is determined to represent a material right, the material right is recognized as a separate performance obligation. The Company
allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the
probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised.
Milestone payments: At the inception of each arrangement or amendment that includes development, regulatory or commercial milestone payments, the Company
evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 prescribes
two methods to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected
value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an
entity considers the single most likely amount in a range of possible consideration amounts. The Company uses the expected value method to estimate the amount
of variable consideration related to the reimbursement of PolQ and WRN program costs which is consistently applied throughout the life of the contract: however,
it is not necessary for the Company to use the same approach for all contracts. If it is probable that a significant revenue reversal would not occur when the
uncertainty associated with the milestone is resolved, the associated milestone value is included in the transaction price. Milestone payments that are highly
susceptible to factors outside the Company’s influence, such as regulatory approvals, are not considered probable of being achieved until those approvals are
received. If there is more than one performance obligation, the transaction price is then allocated to each performance obligation on a relative stand-alone selling
price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting
period, the Company re-evaluates the probability or achievement of each milestone and any related constraint, and if necessary, adjusts its estimates of the overall
transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license deemed to be the
predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance
obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Upfront payments and fees are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the
Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to
consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is
such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
Contractual cost sharing payments received from a customer or collaboration partner are accounted for as variable consideration. The Company includes an
expected value in the transaction price. Contractual cost sharing payments made to a customer or collaboration partner are accounted for as a reduction to the
transaction price if such payments are not related to distinct goods or services received from the customer or collaboration partner.
Contracts may be amended to account for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates
new, or changes existing, enforceable rights and obligations. When contract modifications create new performance obligations and the increase in consideration
approximates the standalone selling price for goods and services related to such new performance obligations as adjusted for specific facts and circumstances of the
contract, the modification is accounted for as a separate contract. If a contract modification is not accounted for as a separate
F-11
contract, the Company accounts for the promised goods or services not yet transferred at the date of the contract modification (the remaining promised goods or
services) prospectively, as if it were a termination of the existing contract and the creation of a new contract, if the remaining goods or services are distinct from the
goods or services transferred on or before the date of the contract modification. The Company accounts for a contract modification as if it were a part of the
existing contract if the remaining goods or services are not distinct and, therefore, form part of a single performance obligation that is partially satisfied at the date
of the contract modification. In such case, the effect that the contract modification has on the transaction price, and on the entity’s measure of progress toward
complete satisfaction of the performance obligation, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the
contract modification (the adjustment to revenue is made on a cumulative catch-up basis).
Upfront payment contract liabilities resulting from the Company’s license and collaboration agreements do not represent a financing component as the payment is
not financing the transfer of goods and services, and the technology underlying the licenses granted reflects research and development expenses already incurred by
the Company. As such, the Company does not adjust its revenues for the effects of a significant financing component. Amounts received prior to satisfying the
revenue recognition criteria are recorded as contract liability in the Company’s balance sheets. If the related performance obligation is expected to be satisfied
within the next twelve (12) months, this will be classified and included within current contract liability.
Research and Development Expenses
Research and development expenses consist of compensation costs, employee benefit costs, costs for contract manufacturing organizations (“CMOs”), costs for
contract research organizations (“CROs”), costs for sponsored research, consulting costs, costs for laboratory supplies, costs for product licenses, facility-related
expenses and depreciation. All research and development costs are charged to research and development expenses as incurred and included within the statements of
operations and comprehensive loss. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize
products that have not reached technological feasibility and do not have alternate commercial use are also expensed as incurred. Payments made to third parties
under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered.
Accrued Research and Development Expenses
The Company has entered into various agreements with CMOs and CROs. The Company’s research and development accruals are estimated based on the level of
services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development
provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies
from the original estimates, the Company will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the
performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.
Stock-Based Compensation
The Company accounts for stock-based compensation arrangements with employees and non-employees in accordance with ASC 718, Stock Compensation. The
Company accounts for stock-based compensation arrangements using a fair value method which requires the recognition of compensation expense related to all
stock-based awards. The fair value method requires the Company to estimate the fair value of stock option awards on the date of grant using an option pricing
model. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted, which is expensed on a straight-line basis over
the vesting period. Generally, the stock options granted by the Company to its employees have a 10 year term and vest over a 4-year period with 1-year cliff
vesting.
Income Taxes
The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect unless such rate
is expected to be different when the deferred item reverses. Valuation allowances are established where necessary to reduce deferred tax assets to the amounts
expected to be realized. Deferred tax assets and liabilities are classified as noncurrent on the balance sheet.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are
measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which
the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in interest expense and other expense, respectively.
F-12
Comprehensive Loss
Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized gains and losses from the
Company’s marketable securities.
Net Loss per Share Attributable to Common Stockholders
Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock
outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to
common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted
net loss per share calculation, stock options, restricted stock and restricted stock that is subject to repurchase at the original purchase price are considered to be
potentially dilutive securities. The Company considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities,
because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of early exercised shares subject
to repurchase do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because
the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications
(“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below.
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the
accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for
other areas of Topic 740 by clarifying existing guidance. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2020, and
interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2021. The adoption did not result in a material
impact on the Company’s financial statements and related disclosures.
New Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which
requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss
impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-
for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes
will result in earlier recognition of credit losses. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2019, and interim
periods within those fiscal years. The FASB subsequently issued supplemental guidance to ASC 326 within ASU 2019-05, Financial Instruments—Credit Losses
(Topic 326): Targeted Transition Relief, ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic
842) and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-05 provides an option to irrevocably elect the
fair value option for certain financial assets previously measured at amortized cost basis. ASU 2019-10 extended the effectiveness of Topic 326 for smaller
reporting companies until fiscal years beginning after December 15, 2022. ASU 2019-10 requires entities to make a one-time determination of whether an entity is
eligible to be a smaller reporting company as of November 15, 2019 for the purpose of determining the effective date of ASU 2016-13. The Company determined
that it was eligible to be a smaller reporting company as of November 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact the
adoption of these ASUs will have on its financial statements and related disclosures.
F-13
3. Fair Value Measurement and Marketable Securities
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value
in the financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions
that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established,
which prioritizes the inputs used in measuring fair value as follows:
Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices 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 assets or liabilities.
Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the
measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the
extent possible as well as considers counterparty credit risk in its assessment of fair value.
As of December 31, 2021, financial assets measured and recorded at fair value are as follows (in thousands):
Assets
U.S. government securities
Corporate bonds
Commercial paper
Marketable securities
Money market funds(1)
Total fair value of assets
Amortized
Cost
December 31, 2021
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Level 1
Level 2
Level 2
Level 1
$
$
122,657 $
76,628
77,444
276,729
91,825
368,554 $
— $
8
—
8
—
8 $
(592) $
(127)
(1)
(720)
—
(720) $
122,065
76,509
77,443
276,017
91,825
367,842
(1)
Included in cash and cash equivalents on the balance sheet
As of December 31, 2020, financial assets measured and recognized at fair value are as follows (in thousands):
Assets
U.S. government securities
Corporate bonds
Commercial paper
Marketable securities
Money market funds(1)
Total fair value of assets
(1)
Included in cash and cash equivalents on the balance sheet
Amortized
Cost
December 31, 2020
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Level 1
Level 2
Level 2
Level 1
$
$
80,020 $
72,573
63,948
216,541
67,065
283,606 $
10 $
11
—
21
—
21 $
— $
(14)
—
(14)
—
(14) $
80,030
72,570
63,948
216,548
67,065
283,613
As of December 31, 2021, all marketable securities had a remaining maturity of less than two years. As of December 31, 2020, all marketable securities had a
remaining maturity of one year or less. There were no financial liabilities measured and recognized at fair value as of December 31, 2021 and December 31, 2020.
F-14
4. Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
Laboratory equipment
Computer equipment
Software
Leasehold improvements
Furniture and fixtures
Total property and equipment
Less: Accumulated depreciation and amortization
Property and equipment, net
Useful Life
(In Years)
5
3
3
Shorter of useful
life or lease term
5
As of December 31,
2021
2020
$
$
6,440 $
117
204
3,133
466
10,360
(5,597)
4,763 $
Depreciation and amortization expense was $1.7 million, $1.4 million and $1.2 million for the years ended December 31, 2021, December 31, 2020 and
December 31, 2019, respectively.
Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
Accrued research and development expenses
Accrued salaries and benefits
Legal and professional fees
Other
Accrued liabilities
5. Operating Leases
As of December 31,
2021
2020
$
$
7,864 $
3,971
485
—
12,320 $
4,793
117
118
2,716
421
8,165
(3,894)
4,271
5,259
2,685
543
29
8,516
The Company leases its laboratory and office facilities in South San Francisco, California under a non-cancelable operating lease with expiration date in July 2024
(“Original Lease”).
On September 30, 2019, the Company and the landlord of the laboratory and office facilities in South San Francisco entered into a second amendment (“Second
Amendment”) to lease additional office spaces at the same location. The Company accounts for the Second Amendment as a separate contract and recognized a
related right-of-use (“ROU”) asset and lease liability of $1.2 million on the lease commencement date in August 2020.
The maturities of operating lease liabilities as of December 31, 2021 are as follows (in thousands):
As of December 31, 2021
2022
2023
2024
Total lease payments
Less: Interest
Present value of lease liabilities
Amounts recognized on the balance sheet
Current lease liabilities
Long-term lease liabilities
Total lease liabilities
F-15
Operating Leases
1,982
2,036
1,647
5,665
(484)
5,181
1,699
3,482
5,181
$
$
$
$
Operating lease cost was $1.7 million, $1.5 million and $1.5 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019,
respectively.
As of December 31, 2021, the ROU assets of $3.9 million are included in non-current assets on the balance sheet, and lease liabilities of $5.2 million are included
in current liabilities and non-current liabilities on the balance sheet.
As of December 31, 2021, the remaining term for the operating lease in South San Francisco, California is 2.6 years, and the discount rate used to measure the lease
liability for such operating lease upon recognition is 7.0% for the Original Lease and 6.0% for the Second Amendment. The Company has one right to extend the
lease term of the operating lease in South San Francisco for two years by giving the landlord written notice. The remaining term does not include the additional two
years, as the Company assessed at commencement date that it was not reasonably certain to extend the lease term.
During the years ended December 31, 2021, December 31, 2020 and December 31, 2019, cash paid for amounts included in operating lease liabilities of $1.9
million, $1.7 million and $1.7 million, respectively, is included in cash flows from operating activities on the statement of cash flows.
6. Commitments and Contingencies
Contingencies
From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for
these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of December 31, 2021, the
Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of
operations or cash flows.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business with vendors, clinical trial sites and other parties. Pursuant to
these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified
party. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future
payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle
claims related to these indemnification agreements. Accordingly, the Company has not recorded a liability related to such indemnification agreements as of
December 31, 2021.
7. Income Taxes
No provision for income taxes was recorded for the years ended December 31, 2021, December 31, 2020 and December 31, 2019. The Company has incurred net
operating losses only in the United States since its inception. The Company has not reflected any benefit of such net operating loss carryforwards in the financial
statements.
The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows:
Federal statutory income tax rate
State income taxes
Change in valuation allowance
Research tax credits
Other permanent differences
Change in fair value of redeemable convertible preferred stock liability
Provision for income taxes
F-16
2021
Year Ended December 31,
2020
2019
21.0%
0.7%
(25.2%)
3.8%
(0.3%)
0.0%
0.0%
21.0%
(1.9%)
(21.5%)
2.7%
(0.3%)
0.0%
0.0%
21.0%
7.0%
(31.4%)
3.6%
(0.4%)
0.2%
0.0%
The tax effects of temporary differences and carryforwards of the deferred tax assets are presented below (in thousands):
Deferred tax assets:
Net operating loss carryforwards
Research and development credit carryforwards
Lease liability
Intangible assets
Stock-based compensation
Accruals and reserves
Deferred revenue
Gross deferred tax assets
Less: Valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Right-of-use assets
Property and equipment
Net deferred tax assets
As of December 31,
2021
2020
$
$
27,324 $
5,939
1,097
1,179
1,725
882
12,575
50,721
(49,575)
1,146
(825)
(321)
— $
13,418
3,813
1,420
1,274
705
505
17,332
38,467
(36,879)
1,588
(1,100)
(488)
—
The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.
ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management
assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income
within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets
arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.
As of December 31, 2021, the Company had net operating loss carryforwards of $101.6 million available to reduce future taxable income, if any, for federal income
tax purposes. As of December 31, 2021, the Company had net operating loss carryforwards of $85.3 million available to reduce future taxable income, if any, for
California state income tax purposes. If not utilized, the federal carryforwards of $11.6 million and the state carryforwards of $85.3 million will begin to expire in
2037 and 2036, respectively. The federal net operating loss carryforwards of $90.0 million arising after December 31, 2017 do not expire.
The Company also had federal and state research and development credit carryforwards of $4.2 million and $3.7 million, respectively, as of December 31, 2021.
The federal credits will expire starting in 2037 if not utilized, and the state research credit can be carried forward indefinitely.
The Tax Reform Act of 1986 limits the use of net operating loss carryforwards in certain situations where changes occur in the stock ownership of a company. The
annual limitation may result in the expiration of net operating losses and credits before utilization. The Company performed a Section 382 analysis through
December 31, 2021. The Company has experienced ownership changes in the past. As a result of the ownership changes, some of the tax attribute carryforwards
may be permanently limited as they will expire unused. The Company is continuing to analyze the impact of the limitation. Subsequent ownership changes may
affect the limitation in future years.
Related to unrecognized tax benefits noted below, the Company accrued no penalties or interest during the years ended December 31, 2021, December 31, 2020
and December 31, 2019. The Company does not expect its unrecognized tax benefit balance to change materially over the next 12 months.
The Company had $1.3 million and $0.9 million of unrecognized tax benefits as of December 31, 2021 and December 31, 2020, respectively.
F-17
The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands).
Balance as of January 1, 2020
Increase related to prior year tax positions
Increase related to current year tax positions
Balance as of December 31, 2020
Increase related to prior year tax positions
Increase related to current year tax positions
Balance as of December 31, 2021
$
$
$
746
2
153
901
73
330
1,304
The Company files income tax returns in the U.S. federal jurisdiction and in California. For jurisdictions in which tax filings have been filed, all tax years remain
open for examination by the federal and California state authorities for three and four years, respectively, from the date of utilization of any net operating losses or
credits.
8. Common Stock
As of December 31, 2021 and December 31, 2020, the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common
stock at a par value of $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends
whenever funds are legally available and when declared by the Company’s board of directors. As of December 31, 2021, no dividends have been declared to date.
The Company had reserved common stock for future issuance as follows:
Exercise of outstanding options under the 2015 and 2019 Plans
Issuance of common stock options under the 2019 Plan
Issuance of common stock options under the Employee Stock Purchase Plan
Total
9. Stock-Based Compensation
2019 Incentive Award Plan
As of December 31,
2021
2020
3,620,666
922,826
602,935
5,146,427
2,591,456
975,135
357,600
3,924,191
In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Incentive Award Plan (the “2019 Plan”), under which
the Company may grant cash and equity-based incentive awards to the Company’s employees, consultants and directors. Following the effectiveness of the 2019
Plan, the Company will not make any further grants under the 2015 Equity Incentive Plan (the “2015 Plan”). However, the 2015 Plan continues to govern the terms
and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that are forfeited or lapse
unexercised and which following the effective date of the 2019 Plan are not issued under the 2015 Plan will be available for issuance under the 2019 Plan.
Options granted under the 2019 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to
Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants.
The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant. The exercise price of an ISO
granted to an employee who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company (a “10%
stockholder”) shall be no less than 110% of the estimated fair value of the shares on the date of grant. Options granted under the 2019 Plan have a term of 10 years
(or five years if granted to a 10% stockholder) and generally vest over a 4-year period with 1-year cliff vesting.
2015 Equity Incentive Plan
In 2015, the Company established its 2015 Plan which provides for the granting of stock options to employees and consultants of the Company. Options granted
under the 2015 Plan may be either ISOs or NSOs.
F-18
2019 Employee Stock Purchase Plan
In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The
ESPP provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions up to 15% of eligible
compensation. The offering period is determined by the Company in its discretion but may not exceed 27 months. The per-share purchase price on the applicable
exercise date for an offering period is equal to the lesser of 85% of the fair market value of the common stock at either the first business day or last business day of
the offering period, provided that no more than 4,000 shares of common stock may be purchased by any one employee during each offering period. The ESPP is
intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. A total of 195,000 shares of
common stock were initially reserved for issuance under the ESPP, subject to an annual increase on January 1 of each year, beginning on January 1, 2020. For the
years ended December 31, 2021 and December 31, 2020, the Company recorded $0.3 million and $0.2 million of compensation expense related to employee
participation in the ESPP.
Stock-Based Compensation Expense
Total stock-based compensation expense recorded related to awards granted to employees and non-employees was as follows (in thousands):
Research and development
General and administrative
Total stock-based compensation expense
2021
Year Ended December 31,
2020
2019
$
$
3,492 $
4,745
8,237 $
1,234 $
2,375
3,609 $
956
1,212
2,168
Stock Options
Activity under the Company’s 2015 and 2019 Plans is set forth below:
Balance, January 1, 2021
Additional shares authorized
Options granted
Options exercised
Options repurchased
Options canceled
Balance, December 31, 2021
Exercisable as of December 31, 2021
Vested and expected to vest as of
December 31, 2021
Shares
available
for Grant
975,135
1,181,488
(1,560,425)
—
—
326,628
922,826
Outstanding Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Shares
2,591,456 $
7.27
8.36 $
15.70
—
1,560,425 $
(211,900) $
—
(319,315) $
3,620,666 $
1,498,708 $
20.52
7.13
14.33
12.36
6.58
3,620,666 $
12.36
7.92 $
6.60 $
7.92 $
41.40
25.70
41.40
The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and December 31, 2020 was $16.09 and $6.16 per share,
respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2021 and December 31, 2020 was $3.5 million and $1.7 million,
respectively. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock on the
date of exercise.
As of December 31, 2021, the total unrecognized stock-based compensation expense for stock options was $22.2 million, which is expected to be recognized over a
weighted-average period of 2.61 years.
F-19
Early Exercise of Stock Options
The terms of the 2015 Plan permit the exercise of options granted under the 2015 Plan prior to vesting, subject to required approvals. The shares so acquired prior to vesting
are subject to a lapsing repurchase right in favor of the Company at the original purchase price of such shares, exercisable upon a termination of the holder’s service with
the Company prior to full vesting. The proceeds are initially recorded in other liabilities from the early exercise of stock options and are reclassified to additional paid-in
capital as the Company’s repurchase right lapses. During the years ended December 31, 2021 and December 31, 2020, the Company repurchased zero and 10,518 shares of
common stock, respectively. As of December 31, 2021 and December 31, 2020, shares that were subject to repurchase were zero and 14,460, respectively. The aggregate
exercise price of early exercised shares as of December 31, 2021 and December 31, 2020 was zero and less than $0.1 million, respectively, which were recorded in other
current liabilities and other non-current liabilities.
Black-Scholes Assumptions
The fair values of options were calculated using the assumptions set forth below:
Expected term
Expected volatility
Risk-free interest rate
Dividend yield
2021
5.5 - 6.1 years
90.0% - 103.6%
0.6% - 1.4%
0%
Year Ended December 31,
2020
5.5 - 6.1 years
84.9 % - 98.3%
0.3% - 1.5%
0%
2019
5.4 - 6.1 years
77.2% - 85.5%
1.4% - 2.5 %
0%
Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding and is based on the options’ vesting
terms, contractual terms and industry peers, as the Company does not have sufficient historical information to develop reasonable expectations about future
exercise patterns and post-vesting employment termination behavior.
Expected Volatility. As there is insufficient trading history for the Company’s common stock, the Company bases its computation of expected volatility on the
historical stock price volatility of its own common stock and that of a representative peer group of public companies with similar characteristics to the
Company. For purposes of identifying these peer companies, the Company considers the industry, stage of development, size and financial leverage of potential
comparable companies. The historical volatility is calculated based on a period of time commensurate with the expected term assumption for each grant. The
Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.
Risk-Free Interest Rate. The risk-free rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s
stock options.
Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend
yield to be zero.
The Company accounts for forfeitures as they occur.
Fair Value of Common Stock
The fair value of the Company’s common stock is determined based on its closing market price on the date of grant.
Restricted Stock
Restricted stock activity was as follows:
Unvested, December 31, 2020
Vested
Repurchased
Unvested, December 31, 2021
Number of Shares
Underlying Outstanding
Restricted
Stock Awards
Weighted
Average
Grant Date
Fair Value
14,625 $
(7,312) $
(7,313) $
—
0.82
0.82
0.82
F-20
As of December 31, 2021 and December 31, 2020, zero shares and 14,625 shares of restricted stock, respectively, were outstanding with an aggregate purchase
price of zero and less than $0.1 million, respectively, which is recorded in other non-current liabilities on the balance sheets. The restricted stock vests upon the
achievement of pre-defined research milestones. The holder of restricted stock has voting and dividend rights with respect to such shares held without regard to
vesting. Shares of restricted stock are subject to a right of repurchase at the original purchase price held by the Company. As the restricted stock was purchased by
an employee at a price equal to its fair value at the time of issuance, there was no stock-based compensation expense related to these awards. The total fair value of
restricted stock vested during the years ended December 31, 2021 and December 31, 2020 was $0.1 million and zero, respectively.
10. Significant Agreements
GlaxoSmithKline Collaboration, Option and License Agreement
In June 2020, the Company entered into a Collaboration, Option and License Agreement, or the GSK Collaboration Agreement, with an affiliate of
GlaxoSmithKline, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4), Limited, or GSK, pursuant to which the Company and GSK have entered into
a collaboration for its synthetic lethality programs targeting methionine adenosyltransferase 2a, or MAT2A, DNA Polymerase Theta, or Pol Theta or POLQ, and
Werner Helicase, or WRN. On July 27, 2020 (“Effective Date”), the Company and GSK received Hart-Scott-Rodino Antitrust Improvements Act clearance, or
HSR Clearance, and the GSK Collaboration Agreement became effective.
Pursuant to the GSK Collaboration Agreement, GSK paid the Company $100.0 million (the “Upfront Payment”) on July 31, 2020.
MAT2A Program
For the MAT2A program, the Company will lead research and development through early clinical development. GSK has an exclusive option to obtain an
exclusive license to continue development of and commercialize MAT2A products arising out of the MAT2A program, or the Option, exercisable within a specified
time period after the Company delivers to GSK a data package resulting from its conduct of a dose escalation portion of a MAT2A Phase 1 monotherapy clinical
trial. At such time of exercise, GSK has agreed to pay the Company an option exercise payment of $50.0 million.
GSK may initiate, or request that the Company initiates, a Phase 1 combination clinical trial for a MAT2A product and GSK’s Type I PRMT inhibitor
(GSK3368715) product, or the MAT2A Combination Trial, prior to GSK’s exercise of the Option. The Company will be responsible for the costs of research and
early clinical development activities that the Company conducts for the MAT2A program prior to GSK’s exercise of the Option, excluding the costs of conducting
the MAT2A Combination Trial. GSK will be solely responsible for costs of the conduct of the MAT2A Combination Trial, except for supply of the MAT2A
product therefor, to be provided by the Company at its own cost. As of December 31, 2021, GSK has neither initiated nor requested that the Company initiate the
MAT2A Combination Trial. On January 31, 2022, GSK notified the Company of its decision to not proceed with the MAT2A Combination Trial under the GSK
Collaboration Agreement. See Note 14, Subsequent Events, for more information.
Subject to GSK’s exercise of the Option, GSK will lead later stage global clinical development for the MAT2A program, with IDEAYA responsible for 20% and
GSK responsible for 80% of further development costs. The cost-sharing percentages will be adjusted based on the actual ratio of U.S. to global profits for MAT2A
products, as measured three and six years after global commercial launch thereof.
Subject to GSK’s exercise of the Option, the Company will be eligible to receive future development and regulatory milestones of up to $465.0 million, and
commercial milestones of up to $475.0 million, with respect to each MAT2A product. Additionally, the Company is entitled to receive 50% of U.S. net profits and
tiered royalties on global non-U.S. net sales of MAT2A products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit
percentages, subject to certain customary reductions. The Company will have a right to opt-out of the 50% U.S. net profit share and corresponding development
cost share for the MAT2A program, in which case the Company would be eligible to receive tiered royalties on U.S. net sales of MAT2A products by GSK, its
affiliates and their sublicensees at the same royalty rates as for global non-U.S. net sales thereafter, with economic adjustments based on the stage of the MAT2A
program at the time of opt-out.
F-21
Pol Theta Program
Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize POLQ products arising out of the POLQ
program. GSK and the Company will collaborate on ongoing preclinical research for the POLQ program, and GSK will lead clinical development for the POLQ
program. GSK will be responsible for all research and development costs for the POLQ program, including those incurred by the Company.
The Company will be eligible to receive future development and regulatory milestones of up to $485.0 million, with respect to each POLQ product, including as
applicable, for multiple POLQ products that target certain alternative protein domains or are based on alternative modalities. Additionally, the Company is eligible
to receive up to $475.0 million of commercial milestones with respect to each POLQ product. The Company is also entitled to receive tiered royalties on global net
sales of POLQ products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit percentages, subject to certain
customary reductions.
WRN Program
Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize WRN products arising out of the WRN
program. The Company and GSK will collaborate on ongoing preclinical research for the WRN program, and GSK will lead clinical development for the WRN
program, with IDEAYA responsible for 20% and GSK responsible for 80% of such global research and development costs. The cost-sharing percentages will be
adjusted based on the actual ratio of U.S. to global profits for WRN products, as measured three and six years after global commercial launch thereof.
The Company will be eligible to receive future development milestones of up to $485.0 million, with respect to each WRN product, including as applicable, for
multiple WRN products that are based on alternative modalities. Additionally, the Company will be eligible to receive up to $475.0 million of commercial
milestones with respect to each WRN product. The Company will be entitled to receive 50% of U.S. net profits and tiered royalties on global non-U.S. net sales of
WRN products by GSK, its affiliates and their sublicensees ranging from high single digit to sub-teen double digit percentages, subject to certain customary
reductions. The Company will have a right to opt-out of the 50% U.S. net profit share and corresponding research and development cost share for the WRN
program, and would be eligible to receive tiered royalties on U.S. net sales of WRN products by GSK, its affiliates and their sublicensees at the same royalty rates
as for global non-U.S. net sales thereafter, with economic adjustments based on the stage of the WRN program at the time of opt-out.
General
Under the terms of the GSK Collaboration Agreement, subject to certain exceptions, the Company and GSK will not, directly or through third parties, develop or
commercialize other products whose primary and intended mechanism of action is the modulation of WRN, POLQ, or MAT2A (unless GSK does not exercise the
Option, in which case such restriction shall cease to apply with respect to MAT2A) for an agreed upon period of time. The Company and GSK will form a joint
steering committee, joint development committees, and joint commercialization committees responsible for coordinating all activities under the GSK Collaboration
Agreement. Ownership of intellectual property developed under the GSK Collaboration Agreement is allocated between or shared by the parties depending on
development and subject matter.
GSK’s royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by
certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.
Each party has the right to sublicense its rights under the GSK Collaboration Agreement subject to certain conditions.
The GSK Collaboration Agreement will continue in effect on a product-by-product and country-by-country basis until the expiration of the obligation to make
payments under the GSK Collaboration Agreement with respect to such product in each country, unless earlier terminated by either party pursuant to its terms.
Either the Company or GSK may terminate the GSK Collaboration Agreement for the other party’s insolvency or certain uncured breaches. The Company may
terminate the GSK Collaboration Agreement if GSK or any of its sublicensees or affiliates challenge certain patents of the Company. GSK may terminate the GSK
Collaboration Agreement in its entirety or on a target-by-target basis upon 90-day notice to the Company.
Pfizer Clinical Trial Collaboration and Supply Agreement
In March 2020, the Company entered into a clinical trial collaboration and supply agreement with Pfizer Inc., or the Supply Agreement, as amended in September
2020, April 2021 and August 2021. Pursuant to the Supply Agreement, Pfizer supplies the Company with their MEK inhibitor, binimetinib, and cMET inhibitor,
crizotinib, to evaluate combinations of darovasertib independently with each of the Pfizer compounds, in patients with tumors harboring activating GNAQ or
GNA11 hotspot
F-22
mutations. Under the Supply Agreement, the Company will sponsor a Phase 1/2 clinical trial, and Pfizer will supply the Company with binimetinib and crizotinib
for use in the clinical trial at no cost to the Company. The Supply Agreement provides that the Company and Pfizer will jointly own clinical data generated from
the clinical trial.
Novartis License Agreement
In September 2018, the Company entered into a license agreement with Novartis International Pharmaceuticals Ltd. (“Novartis”) to develop and commercialize
Novartis’ LXS196 (also known as IDE196), a Phase 1 protein kinase C (“PKC”) inhibitor for the treatment of cancers having GNAQ and GNA11 mutations. Under
the license agreement, the Company is liable to make contingent development and sales milestone payments of up to $29.0 million and mid to high single digit
royalty payments of the net sales of licensed products. As of December 31, 2021, the Company has not achieved any of the development and sales milestones.
11. Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 for the GSK Collaboration Agreement (see No. 10, Significant Agreements).
Disaggregation of Revenue
The following table presents revenue disaggregated by research program (in thousands):
MAT2A
Pol Theta
WRN
Total collaboration revenue
Contract balances
Year Ended December 31,
2021
2020
$
$
7,230 $
12,894
7,817
27,941 $
6,048
7,917
5,573
19,538
As of December 31, 2021 and December 31, 2020, the Company had accounts receivable of $1.1 million and $1.9 million, respectively, and contract liabilities of
$60.2 million and $83.8 million, respectively, related to the GSK Collaboration Agreement.
The following table presents the significant changes in the balance of contract liabilities during the year ended December 31, 2021 (in thousands):
Balance as of December 31, 2020
Reclassification to revenue, as the result of performance obligations satisfied
Cash received for cost reimbursement
Increase in accounts receivable
Balance as of December 31, 2021
Contract liabilities
83,773
(27,941)
3,414
986
60,232
$
$
The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets, and contract liabilities on the balance sheets. Based
on the estimated reimbursable program costs for a quarter, the Company recognizes accounts receivable, which are derecognized upon reimbursement. When
consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a
contract, a contract liability is recorded. Contract liabilities are derecognized as revenue after control of the products or services is transferred to the customer and
all revenue recognition criteria have been met.
F-23
Performance obligations
The Company has identified the following six performance obligations associated with the GSK Collaboration Agreement:
(i)
Preclinical and Phase 1 Monotherapy clinical research and development services under the MAT2A program (“MAT2A R&D Services”)
(ii) Preclinical research services and the related license to IDEAYA-owned technology under the Pol Theta program (“Pol Theta R&D Services”)
(iii) Preclinical research services and the related license to IDEAYA-owned technology under the WRN program (“WRN R&D Services”)
(iv) Material right associated with the option to license IDEAYA-owned technology under the MAT2A program (defined as the “Option” in Note 9)
(v) Material right associated with the option to license to IDEAYA-owned technology under the MAT2A program to the extent necessary for preclinical
activities in preparation for the MAT2A Combination Trial (“Preclinical MAT2A License”)
(vi) Material right associated with the supply of MAT2A product for the MAT2A Combination Trial (“MAT2A Supply”)
The Company will recognize revenue related to amounts allocated to the MAT2A R&D services as the underlying services are performed over the period through
the delivery of the data package, which will be generated from its conduct of the MAT2A Phase 1 monotherapy clinical trial. The Company uses its internal
research and development capability and may also engage third-party clinical research organizations, or CROs, in transferring the MAT2A R&D services, for
which the Company acts as a principal.
With respect to the Pol Theta and WRN programs, the Company identified two promises: (1) granting of the license to develop and commercialize Pol Theta and
WRN products, respectively, and (2) the preclinical research services. The Company has determined that these two promises are not distinct within the context of
the contract. As of the effective date of the GSK Collaboration Agreement, both programs were at an early stage, and the Company was yet to identify any
development candidate for either program, which will require the completion of certain preclinical studies. After the Company and GSK identify a development
candidate, a series of IND-enabling studies will be conducted before an Investigational New Drug application is submitted to the FDA. Due to the early stage of
development, the Company’s preclinical research services are expected to transform the underlying technology and significantly modify or customize the license.
Therefore, the two promises are not distinct from each other and are accounted for as a single performance obligation for each of the Pol Theta and WRN
programs, respectively. The Company will recognize revenue related to amounts allocated to the Pol Theta R&D Services and WRN R&D Services as the
underlying services are performed over the period through the completion of the Pol Theta and WRN preclinical research programs, respectively. Within 90 days
from the end of each calendar quarter, GSK will reimburse the Pol Theta program costs incurred by the Company. Within 75 days from the end of each calendar
quarter, the Company and GSK will determine the amounts of WRN program costs incurred by both parties and the net amount owed by GSK to the Company or
by the Company to GSK, which will be paid within 75 days from such determination by a reimbursing party. The Company uses its internal research capability and
may also engage third-party clinical research organizations, or CROs, in transferring the Pol Theta R&D services and WRN R&D services, for which the Company
acts as a principal.
Upon exercise of the Option, GSK will obtain the license to develop and commercialize MAT2A products. The Company has concluded that this Option results in a
material right as the option exercise fee contains a discount that GSK would not have otherwise received. The Company has determined the nature of the license to
develop and commercialize MAT2A products to be functional. After exercise of the Option, the Company will recognize revenue, when it makes the underlying
MAT2A technology available to GSK, which will immediately be able to use and benefit from its right to use the intellectual property.
The Company has identified two additional customer options under the MAT2A program, both of which have been determined a material right. GSK may elect to
conduct certain preclinical activities in preparation for the MAT2A Combination Trial and may elect to exercise the option to license to MAT2A technology. GSK
may be able to use and exploit the license to the extent necessary for GSK’s performance of such preclinical activities. The Company will not receive any
consideration for providing such license and has concluded that this license option results in a material right as it involves a discount that GSK would not have
otherwise received. The Company has determined the nature of such license to MAT2A technology to be functional. During the year ended December 31, 2020,
GSK exercised the Preclinical MAT2A License, and the Company has made the underlying MAT2A technology available to GSK, which is immediately able to use
and benefit from its right to use the intellectual property. Accordingly, the Company recognized revenue from the Preclinical MAT2A License in the year ended
December 31, 2020.
F-24
If GSK elects to conduct the MAT2A Combination Trial, the Company will supply MAT2A product to be used for the MAT2A Combination Trial at its own cost.
The Company has concluded that this supply option results in a material right as it involves a discount that GSK would not have otherwise received. The Company
will recognize revenue, as it transfers the control of the MAT2A product to GSK. The Company has not supplied MAT2A product as of December 31, 2021. On
January 31, 2022, GSK notified the Company of its decision to not proceed with the MAT2A Combination Trial under the GSK Collaboration Agreement. See
Note 14, Subsequent Events, for more information.
Transaction price allocated to the remaining performance obligations
The following table presents the transaction price allocated to the remaining performance obligations as of December 31, 2021 (in thousands):
Performance Obligations
MAT2A R&D Services
Pol Theta R&D Services
WRN R&D Services
The Option
MAT2A Supply
Total transaction price allocated to the remaining performance obligations
Allocation of Transaction Price
9,486
$
13,751
20,829
17,680
2,411
64,157
$
The Company applies the sales-based royalty exception to the commercial milestones and tiered royalties for all programs because GSK would ascribe significantly
more value to the license than to the other goods or services to which the commercial milestones and tiered royalties relate. The Company will be entitled to receive
the commercial milestones either when the first commercial sale occurs, or when the predefined net sales in a calendar year are achieved, upon which the
variability will be resolved. Also, the Company will be entitled to receive the tiered royalties during a calendar year when global net sales of each product occur,
upon which the variability will be resolved.
Significant judgements
In applying ASC 606 to the GSK Collaboration Agreement, the Company made the following judgments that significantly affect the timing and amount of revenue
recognition:
(i) Determination of the transaction price, including whether any variable consideration is included at inception of the contract
The transaction price is the amount of consideration that the Company expects to be entitled to in exchange for transferring promised goods or services to the
customer. The transaction price must be determined at inception of a contract and may include amounts of variable consideration. However, there is a constraint on
inclusion of variable consideration in the transaction price, if there is uncertainty at inception of the contract as to whether such consideration will be recognized in
the future.
The decision as to whether or not it is probable that a significant reversal of revenue will occur in the future, depends on the likelihood and magnitude of the
reversal and is highly susceptible to factors outside the Company’s influence (for example, the Company cannot determine the outcome of clinical trials; the
Company cannot determine if or when the counterparty will initiate or complete clinical trials; and the Company cannot determine if or when an regulatory agency
provides any approval). In addition, the uncertainty is not expected to be resolved for a long period and finally, the Company has limited experience in the field.
Therefore, at inception of the GSK Collaboration Agreement, development and regulatory milestones were fully constrained and were not included in the
transaction price based on the factors noted above.
The Company constrains estimates of other variable consideration, such as reimbursable program costs, to amounts that are not expected to result in a significant
revenue reversal in the future. The Company re-evaluates the transaction price, including the estimated variable consideration included in the transaction price and
all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur.
F-25
(ii) Determination of the estimate of the standalone selling price of performance obligations
In order to recognize revenue under ASC 606, for contracts for which more than one distinct performance obligation has been identified, the Company must
allocate the transaction price to the performance obligations based upon their standalone selling prices. The best evidence of standalone selling price is an
observable price of a good or service when sold separately by an entity in similar circumstances to similar customers. If such evidence is not available, standalone
selling price should be estimated so that the amount that is allocated to each performance obligation equals the amount that the entity expects to receive for
transferring goods or services. The Company has identified more than one performance obligation in the GSK Collaboration Agreement. Since evidence based on
observable prices is not available for the performance obligations, the Company considered market conditions and entity-specific factors, including those
contemplated in negotiating the agreements, as well as certain internally developed estimates.
The Company determined the estimate of standalone selling price of the MAT2A R&D Services by using the expected costs of satisfying the performance
obligation, adjusted for probabilities of technical success where appropriate. The Company determined the estimate of standalone selling price of the Pol Theta
R&D Services and WRN R&D Services by using a combination of risk-adjusted net present value analysis and the expected costs of satisfying the performance
obligation, adjusted for probabilities of technical success where appropriate. The Company determined the estimate of standalone selling price of the Option by
using risk-adjusted net present value analysis. Finally, the Company determined the estimate of standalone selling price of the Preclinical MAT2A License and
MAT2A Supply by using the expected costs of satisfying the performance obligation.
(iii) Determination of the method of allocation of the transaction price to the distinct performance obligations
At inception of the GSK Collaboration Agreement, the Company allocated the transaction price among the six performance obligations based on their relative
selling prices, determined as described above.
(iv) Determination of the timing of satisfaction of performance obligations
The Company recognizes revenue from the MAT2A R&D Services, Pol Theta R&D Services and WRN R&D Services over time, as GSK simultaneously receives
and consumes the benefits provided by the Company’s performance as the Company performs. The Company measures its progress toward complete satisfaction of
the MAT2A R&D Services, Pol Theta R&D Services and WRN R&D Services based on the costs incurred as a percentage of the estimated total costs to be
incurred to complete the performance obligations. As the Company performs, it shares the results of research and development studies with GSK through the joint
development committee. Accordingly, the cost incurred method faithfully depicts the Company’s performance of the MAT2A R&D Services, Pol Theta R&D
Services and WRN R&D Services.
The license to IDEAYA-owned technology under the MAT2A program underlying the Option and Preclinical MAT2A License is functional in nature. Upon the
exercise of the material right associated with the option to license to IDEAYA-owned technology under the MAT2A program, the Company will recognize revenue
upon the later of transfer of the underlying technology to GSK and the beginning of the period during which GSK is able to use and benefit from its right to use the
underlying technology.
After the exercise of the material right associated with the supply of MAT2A product for the MAT2A Combination Trial, the Company will recognize revenue as it
transfers the control of MAT2A product to GSK.
F-26
12. Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share
data):
Numerator:
Net loss attributable to common stockholders
$
(49,762) $
(34,495) $
(41,975)
2021
Year Ended December 31,
2020
2019
Denominator:
Weighted-average shares outstanding
Less: weighted-average shares of restricted stock that are
subject to repurchase
Weighted-average shares used in computing net loss per share
attributable to common stock, basic and diluted
Net loss per share attributable to common stockholders, basic and
diluted
35,262,987
24,783,287
12,669,367
(10,544)
(61,512)
(172,410)
35,252,443
24,721,775
12,496,957
$
(1.41) $
(1.40) $
(3.36)
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common
stockholders for the periods presented because including them would have been antidilutive:
Options to purchase common stock
Restricted stock
Restricted stock acquired upon early exercise of stock options
Total
13. 401(k) Retirement Savings Plan
2021
3,620,666
—
—
3,620,666
As of December 31,
2020
2,591,456
14,625
14,460
2,620,541
2019
1,962,332
14,625
84,964
2,061,921
In 2016, the Company adopted a 401(k) plan for all employees who have met certain eligibility requirements. Under the agreement, employees may elect to
contribute up to 90% of their eligible compensation to a 401(k) plan, subject to certain limitations. The Company is responsible for administrative costs of the
401(k) plan. The Company may, at its discretion, make matching or profit-sharing contributions to the 401(k) plan. For the years ended December 31, 2021,
December 31, 2020 and December 31, 2019, the Company made matching contributions of $0.2 million, $0.2 million and $0.2 million, respectively.
14. Subsequent Events
In January 2022, the Company sold an aggregate of 2,173 shares of its common stock for aggregate net proceeds of $0.05 million at a weighted average sales price
of approximately $24.01 per share under the at-the-market offering pursuant to the January 2021 Sales Agreements with Jefferies as sales agent.
On January 31, 2022, GSK waived its rights under the GSK Collaboration Agreement to initiate, or request that the Company initiate, prior to GSK’s exercise of
the Option, a Phase 1 combination clinical trial for a MAT2A product and GSK’s Type I PRMT inhibitor (GSK3368715) product, or the MAT2A Combination
Trial. Accordingly, the Company has no further obligation under the GSK Collaboration Agreement to supply MAT2A product for the MAT2A Combination Trial
at its own cost. IDEAYA’s obligation to supply the MAT2A compound under MAT2A Combination Study was deemed a material right under the GSK
Collaboration Agreement. See Note 11, Revenue Recognition, for more information.
On January 28, 2022, the Company exercised its option for an exclusive worldwide license covering a broad class of PARG inhibitors from Cancer Research
Technology Ltd. (CRT) and the University of Manchester, and in connection therewith, paid a one-time option exercise fee of £250,000. The Company will be
obligated to make payments to CRT aggregating up to £19.5 million upon the achievement of specific development and regulatory approval events for development
of a PARG inhibitor in oncologic diseases. The Company will also pay low single-digit tiered royalties, and potentially also sales milestones, to CRT based on net
sales of licensed products. In addition, in the event the Company sublicenses the intellectual property, it will also be obligated to pay CRT a specified percentage of
any sublicense revenue.
F-27
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, in South San Francisco, California on March 17, 2022.
Signatures
IDEAYA Biosciences, Inc.
By:
/s/ Yujiro Hata
Yujiro Hata
President and Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yujiro Hata and Paul Stone,
and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K (including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons in the capacities and on the
dates indicated.
Signature
/s/ Yujiro Hata
Yujiro Hata
/s/ Paul Stone, J.D.
Paul Stone, J.D.
/s/ Timothy Shannon, M.D.
Timothy Shannon, M.D.
/s/ Garret Hampton, Ph.D.
Garret Hampton, Ph.D.
/s/ Susan L. Kelley, M.D.
Susan L. Kelley, M.D.
/s/ Scott Morrison
Scott Morrison
/s/ Terry Rosen, Ph.D.
Terry Rosen, Ph.D.
/s/ Jeffrey Stein, Ph.D.
Jeffrey Stein, Ph.D.
/s/ Wendy Yarno
Wendy Yarno
Title
President, Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Date
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
March 17, 2022
Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
IDEAYA Biosciences (“we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as
amended: our common stock, $0.0001 par value per share (“common stock”).
Description of Capital Stock
The following summary describes our common stock and the material provisions of our amended and restated certificate of incorporation (the
“certificate of incorporation”), our amended and restated bylaws (the “bylaws”), the amended and restated investors’ rights agreement (the “investors’ rights
agreement”), each as amended from time to time, to which we and certain of our stockholders are parties, and of the Delaware General Corporation Law (the
“DGCL”). Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should
refer to the full text of our certificate of incorporation, bylaws and investors’ rights agreement. We encourage you to read those documents and the DGCL
carefully.
General
The certificate of incorporation authorizes 300,000,000 shares of common stock, $0.0001 par value per share.
Common Stock
Voting Rights
Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of
directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect
all of the directors. In addition, the affirmative vote of holders of 66-2/3% of the voting power of all of the then outstanding voting stock is required to take certain
actions, including amending certain provisions of our amended and restated certificate of incorporation, such as the provisions relating to amending our amended
and restated bylaws, the classified board and director liability.
Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if
any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the net assets legally available
for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of
any then outstanding shares of preferred stock.
Rights and Preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions
applicable to our common stock. The rights, preferences and privileges of the
holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may
designate in the future.
Fully Paid and Nonassessable
All outstanding shares of common stock are fully paid and non-assessable.
Undesignated Preferred Stock
Under our certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000
shares of preferred stock, $0.0001 par value per share, in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights,
preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the
number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred
stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon
our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other
corporate action. No shares of preferred stock are outstanding, and we have no present plan to issue any shares of preferred stock.
Registration Rights
Certain holders of unregistered common stock purchased in private placements, or their permitted transferees, are entitled to rights with respect to the
registration of such shares under the Securities Act of 1933, as amended (the “Securities Act”). These rights are provided under the terms of (i) an investors’ rights
agreement between us and the holders of certain of these shares, or the investors’ rights agreement, which include demand registration rights and piggyback
registration rights, and (ii) a stock purchase agreement between us and the holder of certain of these shares, or the stock purchase agreement, which include Form
S-3 registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting discounts and
selling commissions, will be borne by the holders of the shares being registered.
The demand, piggyback and Form S-3 registration rights will expire, with respect to any particular stockholder party to the investors’ rights agreement,
upon the earliest of (i) three years after the consummation of our initial public offering, (ii) when that stockholder can sell all of its shares under Rule 144 of the
Securities Act during any 90-day period or (iii) upon the consummation of an acquisition. The Form S-3 registration rights will expire, with respect to the
stockholder party to the stock purchase agreement, when such stockholder can sell all of its shares under Rule 144 of the Securities Act during any 90-day period.
Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws and Delaware Law
Some provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions
that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise;
or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that
stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price
for our shares.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of
our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
these proposals because negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the DGCL, which prohibits persons deemed “interested stockholders” from engaging in a “business combination”
with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or
the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an
“interested stockholder” is a person who, together with affiliates and associates, beneficially owns, or within three years prior to the determination of interested
stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions
not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a premium over the market price of our common
stock.
Undesignated Preferred Stock
The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of our company.
Special Stockholder Meetings
Our amended and restated bylaws provide that a special meeting of stockholders may be called by our board of directors, or by our President or Chief
Executive Officer.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for
election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
Elimination of Stockholder Action by Written Consent
Our amended and restated certificate of incorporation and our amended and restated bylaws eliminate the right of stockholders to act by written
consent without a meeting.
Classified Board; Election and Removal of Directors; Filling Vacancies
Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our
stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes
continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a
majority of the shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation provides for the
removal of any of our directors only for cause and requires a stockholder vote by the holders of at least a 66-2/3% of the voting power of the then outstanding
voting stock. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of the board, may
only be filled by a resolution of the board of directors unless the board of directors determines that such vacancies shall be filled by the stockholders. This system
of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control
of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.
Choice of Forum
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the exclusive forum for: any state law derivative action or proceeding brought on our behalf; any action asserting a
breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL; or any action asserting a claim against us that
is governed by the internal affairs doctrine. Similarly, our amended and restated certificate of incorporation provides that the U.S. federal district courts are the
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The enforceability of similar choice of forum
provisions has been challenged in legal proceedings, and it is possible that, in connection with such actions or any future actions, a court could find the choice of
forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable. Although our amended and restated
certificate of incorporation contains the choice of forum provision described above, it is possible that a court could find that such provisions are inapplicable for a
particular claim or action or that such provisions are unenforceable.
Amendment of the Certificate of Incorporation and Bylaws
The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue undesignated preferred
stock, would require approval by a stockholder vote by the holders of at least a 66-2/3% of the voting power of the then outstanding voting stock.
The provisions of the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of
discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock
that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is
possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Limitations of Liability and Indemnification Matters
Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest
extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of
fiduciary duties as directors, except liability for:
•
•
•
•
any breach of the director’s duty of loyalty to us or our stockholders;
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
any transaction from which the director derived an improper personal benefit.
Each of our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors
and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also obligate us to advance expenses incurred by a
director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under
Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined
by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’
fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and
indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability
insurance.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws
may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of
derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s
investment may be adversely affected to the extent that we pay the costs of settlement and damages.
Nasdaq Global Select Market Listing
Our common stock is listed on the Nasdaq Global Select Market under the symbol “IDYA.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address
is 6201 15th Avenue, Brooklyn, New York 11219.
Amendment No. 1 to
Collaboration and License Agreement
Exhibit 10.18
This Amendment No. 1 (the “Amendment”) to the Collaboration, Option and License Agreement dated June 15,
2020 between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), a company registered in England
and Wales (registered number 11721880), and IDEAYA Biosciences, Inc., (“IDEAYA”) a Delaware corporation having an office at
7000 Shoreline Court, Suite 350, South San Francisco, CA 94080 (the “Agreement”) is effective as of October 23, 2020 (“Amendment
Effective Date”). GSK and IDEAYA are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, in accordance with Section 16.9 of the Agreement, the Parties desire to amend certain terms relating to the
transfer of certain Materials under the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the Parties, intending to be legally bound, hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
2.
Section 3.2.5(a) will be revised to read in its entirety as follows:
“During the course of a Collaboration Program, either Party (or such Party’s designee) (the “Materials Transferring Party”) may
transfer to the other Party or its designee (the “Materials Receiving Party”) certain Materials for use in connection with activities
contemplated under a particular Collaboration Plan; provided, that for clarity any Material transfer contemplated in connection
with the conduct of the MAT2A Combination Study shall be as set forth in the MAT2A CTCSA. Such Materials will be provided
under the terms and conditions of this Agreement and in such amount as described in the material transfer record for the particular
transfer (“MTR”), in the form attached hereto as Schedule 3.2.5, which MTR shall set forth the type and name of the Materials
transferred, the amount of the Materials transferred, the date of the transfer of such Materials and the proposed use of such
Materials by the Material Receiving Party. Notwithstanding the foregoing, in lieu of the MTR, transfer of all Materials consisting
of MAT2A Compounds, POLQ Compounds and WRN Compounds will be tracked using a GSK-approved system, which as of the
Amendment Effective Date is referred to as Rhapsody. Rhapsody and any subsequent GSK-approved system used for tracking
chemical compositions of matter to and from GSK shall be referred to as the “Tracking System”. GSK will notify IDEAYA of the
information required to be provided in connection with the use of the Tracking System for transfers of MAT2A Compounds,
POLQ Compounds and WRN Compounds, and any updates thereto.”
3. All other terms, conditions and provisions of the Agreement shall remain in full force and effect except as amended
herein. All references to the “Agreement” therein shall mean the Agreement as amended by this Amendment. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall
constitute a single instrument. Signatures transmitted via PDF shall be treated as original signatures.
[Remainder of page intentionally left blank – signature page to follow]
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the Amendment Effective Date by
their respective duly authorized representatives as set forth below.
GLAXOSMITHKLINE INTELLECTUAL
PROPERTY (NO. 4) LIMITED
/s/ John Sadler
John Sadler
Authorised Signatory
For and on behalf of
The Wellcome Foundation Limited
Corporate Director
IDEAYA BIOSCIENCES, INC.
/s/ Jason S. Throne
By: Jason S. Throne
Its: SVP, General Counsel
3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-254617, No. 333-237362 and No. 333-
231784) and Form S-3 (No. 333-254606 and No. 333-238849) of IDEAYA Biosciences, Inc. of our report dated March 17, 2022, relating to the
financial statements, which appears in this Form 10-K.
Exhibit 23.1
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 17, 2022
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Yujiro Hata, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of IDEAYA Biosciences, Inc.;
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;
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;
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 17, 2022
By:
/s/ Yujiro Hata
Yujiro Hata
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Paul Stone, J.D., certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of IDEAYA Biosciences, Inc.;
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;
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;
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 17, 2022
By:
/s/ Paul Stone, J.D.
Paul Stone, J.D.
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting 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, Yujiro Hata, President and Chief Executive Officer of IDEAYA Biosciences, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Annual Report on Form 10-K of the Company for the period ended December 31, 2021 (the “Report”) fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 17, 2022
By:
/s/ Yujiro Hata
Yujiro Hata
President and Chief Executive Officer
(Principal Executive Officer)
I, Paul Stone, J.D., Chief Financial Officer of IDEAYA Biosciences, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §
906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Annual Report on Form 10-K of the Company for the period ended December 31, 2021 (the “Report”) fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 17, 2022
By:
/s/ Paul Stone, J.D.
Paul Stone, J.D.
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)