Intellia Therapeutics
Annual Report 2018

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K (Mark One)☒☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018☐☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-37766 INTELLIA THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) Delaware36-4785571(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 40 Erie Street, Suite 130 Cambridge, Massachusetts02139(Address of principal executive offices)(Zip Code)(857) 285-6200(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registeredCommon Stock, $0.0001 par value per shareNasdaq Global MarketSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See 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☒ Accelerated filer☐ Non-accelerated filer☐ Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐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 registrant’s common stock held by non-affiliates of the registrant was approximately $1,108,565,339 as of June 29, 2018 (based on aclosing price of $27.36 per share as quoted by the Nasdaq Global Market as of such date). In determining the market value of non-affiliate common stock, shares of the registrant’scommon stock beneficially owned by officers, directors and affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for otherpurposes.The registrant had 45,225,345 shares of Common Stock, $0.0001 par value per share, outstanding as of February 22, 2019.DOCUMENTS INCORPORATED BY REFERENCEPart III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its 2019 annual meeting ofshareholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year endof December 31, 2018. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form10-K.  Intellia Therapeutics, Inc.Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2018Table of Contents Item No.PART IPage Item 1.Business5Item 1A.Risk Factors38Item 1B.Unresolved Staff Comments87Item 2.Properties88Item 3.Legal Proceedings88Item 4.Mine Safety Disclosures88 PART II Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities89Item 6.Selected Financial Data90Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations91Item 7A.Quantitative and Qualitative Disclosures about Market Risk104Item 8.Financial Statements and Supplementary Data105Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105Item 9A.Controls and Procedures105Item 9B.Other Information108 PART III Item 10.Directors, Executive Officers and Corporate Governance109Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13.Certain Relationships and Related Transactions, and Director Independence109Item 14.Principal Accounting Fees and Services109 PART IV Item 15.Exhibits, Financial Statement Schedules110Item 16.Form 10-K Summary110 Signatures 2 Forward-looking InformationThis Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may beidentified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”“potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series ofexpectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risksand uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Actual results or eventscould differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-lookingstatements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding: •the initiation, timing, progress and results of our research and development programs and future preclinical and clinical studies, includingthe anticipated timing of an investigational new drug application for transthyretin amyloidosis, our lead in vivo indication; •our ability to use our modular platform capability or other strategy to efficiently discover and develop product candidates, including byapplying learnings from one program to other programs; •our ability to research, develop or maintain a pipeline of product candidates; •our ability to manufacture or obtain material for our preclinical and clinical studies, and our product candidates; •our ability to advance any product candidates into, and successfully complete, clinical studies, including studies necessary for regulatoryapproval and commercialization; •our ability to advance our genome editing and therapeutic delivery capabilities; •the scope of protection we are able to develop, establish and maintain for intellectual property rights, including patents and license rights,covering our product candidates and technology; •our ability to operate, including commercializing products, without infringing or breaching the proprietary or contractual rights of others; •the issuance or enforcement of, and compliance with, regulatory requirements and guidance regarding preclinical and clinical studiesrelevant to genome editing and our product candidates; •the timing or likelihood of regulatory filings and approvals; •the commercialization of our product candidates, if approved; •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; •estimates of our expenses, future revenues, capital requirements and our needs for additional financing; •the potential benefits of strategic collaboration agreements and our ability to enter into strategic arrangements; •our ability to maintain and establish collaborations with third parties under favorable terms; •our ability to acquire and maintain relevant intellectual property licenses and rights, and the scope and terms of such rights; •our financial performance or ability to obtain additional funding; •developments relating to our licensors, licensees, third-parties from which we derive rights, collaborators, competitors and our industry;and •other risks and uncertainties, including those listed under the caption “Risk Factors.”3 All of our express or implied forward-looking statements are as of the date of this Annual Report on Form 10-K only. In each case, actual results may differmaterially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct.An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this Annual Report on Form 10-Kor included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the Securities andExchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except asrequired by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans,assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report onForm 10-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements ordisclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained in this Annual Reporton Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.4 PART IItem 1.BusinessOverviewWe are a leading genome editing company focused on developing curative therapeutics utilizing a biological tool known as CRISPR/Cas9, which stands forClustered, Regularly Interspaced Short Palindromic Repeats (“CRISPR”)/CRISPR associated 9 (“Cas9”). This is a technology for genome editing, the processof altering selected sequences of genomic deoxyribonucleic acid (“DNA”). We believe that CRISPR/Cas9 technology has the potential to transform medicineby editing disease-associated genes with a single treatment course, and it can also be used to create novel engineered cell therapies that can replace apatient’s diseased cells or effectively target various cancers and autoimmune diseases. We are leveraging our leading scientific expertise, clinicaldevelopment experience and intellectual property (“IP”) position to unlock a broad set of therapeutic applications for CRISPR/Cas9 genome editing and todevelop a potential new class of therapeutic products.We aim to build a long-term company to fulfill our mission to develop curative genome editing treatments that can positively transform the lives of peopleliving with severe and life-threating disease. We believe we can deliver on our mission and provide long-term benefits for all of our stakeholders by focusingon the following key elements - •Develop curative CRISPR/Cas9 based medicines; •Advance our science to help more patients; •Foster an environment that is the best place to make therapies; and •Focus on long-term sustainability.Our strategy is to build a full-spectrum genome editing company, by leveraging our CRISPR/Cas9 platform across two areas: in vivo applications, in whichCRISPR/Cas9 is the therapy, delivered to target cells within the body; and ex vivo applications, in which CRISPR/Cas9 creates the therapy of engineeredhuman cells.The breadth of our CRISPR/Cas9 platform and delivery technology allows us to pursue a multitude of therapeutic targets/clinical indications. Specifically,we can target diseases that have the potential to be addressed by directly editing specific genes (i.e., gene knockout, repair, or insertion) as well as diseasesthat may be targeted by genetically engineered cell therapies. The successful treatment of these disorders may require various types of genome edits,CRISPR/Cas9 elements and DNA templates. We have assembled multiple in vivo and engineered cell therapy capabilities into an early pipeline that reflectsour full-spectrum approach and leverages the modularity inherent in our platform.Our pipeline includes in vivo proprietary programs targeting genetic diseases, including transthyretin amyloidosis (“ATTR”), which we are co-developingwith Regeneron Pharmaceuticals, Inc. (“Regeneron”), alpha-1 antitrypsin deficiency (“AATD”), and other disorders such as primary hyperoxaluria (“PH1”).Our ex vivo programs consist of two separate efforts: 1) a set of proprietary programs focused on engineered cell therapies to treat various cancers andautoimmune diseases, and 2) partnered programs developed in collaboration with Novartis Institutes for BioMedical Research, Inc. (“Novartis” or “NIBR”),focused on chimeric antigen receptor T cells (“CAR-T cells”), hematopoietic stem cells (“HSCs”), the stem cells from which all of the various types of bloodcells originate, and stem cells in the eye, or ocular stem cells (“OSCs”).CRISPR/Cas9 TechnologyCRISPR/Cas9 gene editing technology was derived from an adaptive defense mechanism of bacteria. In 2012 Dr. Jennifer Doudna, one of our scientific co-founders, and her colleagues published a paper in the journal Science describing the use of CRISPR/Cas9 as a genome editing tool. Genome editing is theprecise and targeted modification of the genetic material of cells or viruses. The Cas9 endonuclease, a key component of CRISPR/Cas9, can be programmedto cut double-stranded DNA at specific locations. A ribonucleic acid (“RNA”) molecule, called a guide RNA (“gRNA”), binds to Cas9 and can beprogrammed to direct the Cas9 enzyme to a specific DNA sequence.5 The CRISPR/Cas9 system offers a revolutionary approach for therapeutic development due to its broad potential to precisely edit the genome. This systemcan be used to make three general types of edits: knockouts, repairs and insertions. Each of these editing strategies takes advantage of naturally-occurringbiological mechanisms to effect the desired genetic alteration. Products based on CRISPR/Cas9 technology may be one of two types: products whereCRISPR itself constitutes the therapy and the edit occurs in vivo, and products where CRISPR is used to create the therapy, where the edit occurs ex vivo. Invivo editing has the potential to provide curative therapeutic options for patients with genetically-based diseases, while ex vivo editing has potential tocreate cell-based therapies to combat cancer, or autoimmune diseases.StrategyOur goal is to build a full spectrum, fully integrated, product-driven biotechnology company, focused on developing and commercializing curativeCRISPR/Cas9-based therapeutics. Our approach to advancing the broad potential of genome editing includes plans to:Focus on Indications that Enable Us to Fully Develop the Potential of the CRISPR/Cas9 System. To maximize our opportunity to rapidly developclinically successful products, we have applied a risk-mitigated approach to selecting indications with significant unmet medical needs based on fourprimary criteria: •the type of edit: knockout, repair or insertion; •the delivery modality for in vivo and ex vivo applications; •the existence of efficient regulatory pathways to approval; and •the potential for the CRISPR/Cas9 system to provide therapeutic benefits when compared to existing therapeutic options.We believe these selection criteria position us to build a diversified pipeline, in which we are not reliant on any single delivery technology or editingapproach for success. In addition, we believe we can apply the learnings from our current programs to inform our selection of additional indications andtargets of interest. We are also exploring ways to identify potential new therapeutic targets suitable for modulation with the CRISPR/Cas9 technology. Webelieve this approach serves to increase the probabilities of success in our initial indications, generate insights that will accelerate the development ofadditional therapeutic products and broaden the opportunity for potential strategic alliances.Aggressively Pursue In Vivo Liver Indications to Develop Therapeutics Rapidly with Our Proprietary Delivery System. For our in vivo indications, weselected well-validated targets in diseases with significant unmet medical needs where there are predictive biomarkers, or measurable indicators of abiological condition or state, with strong disease correlation and where the CRISPR/Cas9 technology and delivery tools existing today could be appliedtowards developing a novel therapeutic. Our initial in vivo pipeline opportunities target diseases of the liver, which we believe we can address using ourproprietary lipid nanoparticle (“LNP”) delivery system. The first in vivo indications that we are evaluating include ATTR, AATD and PH1.Actively Develop and Expand Ex Vivo Therapeutic Programs. We are independently researching and developing proprietary engineered cell therapies totreat various cancers and autoimmune diseases, for example using T cell receptor (“TCR”)-engineered T cells for immuno-oncology applications, engineeredregulatory T cells for autoimmune disorders and other cell types such as engineered induced pluripotent stem cells for these potential applications. Further, incollaboration with Novartis, we are researching CAR-T cell, HSC and OSC applications.Continue to Leverage Strategic Partnerships to Accelerate Clinical Development. We view strategic partnerships as important drivers for accelerating theachievement of our goal of rapidly developing curative therapies. The potential application of CRISPR/Cas9 is extremely broad, and we plan to continue toidentify partners who can contribute meaningful resources and insights to our programs and allow us to more rapidly bring scientific innovation to a broaderpatient population. Our partnership focusing on HSCs, OSCs and CAR-T cells with Novartis, an industry leader with the first commercially available CAR-Tproduct, our collaboration on in vivo liver indications with Regeneron, a leader in genetics-driven drug discovery and development, and our researchcollaboration initiated in 2017 on engineered T cell therapies with Ospedale San Raffaele (“OSR”), a leading European research-university hospital,exemplify this strategy.6 Grow Our Leadership Position in the Field of Genome Editing. We are committed to broadening our capabilities to remain at the cutting edge of genomeediting research. We will continue to invest internally in developing our platform capabilities, including innovative delivery modalities, technologies andtools to advance our therapeutic programs. We will also systematically explore accessing external technologies or opportunities to enhance our leadershipposition in developing innovative therapeutics.Our PlatformAn integral part of creating a full-spectrum therapeutic product pipeline based on CRISPR/Cas9 technology is to develop a robust technology platform,based on proprietary and in-licensed technologies. Our modular platform has been built with components that serve both in vivo and ex vivo programs, aswell as delivery technologies that can serve either in vivo or ex vivo programs. In addition to the components described below, we are developing robust, highvolume (high-throughput) capabilities centering around enabling strategic target identification and validation that we believe will provide us with acompetitive advantage in creating successful therapeutic products.InformaticsWe have built a high-throughput, scalable data processing and analysis, or informatics, infrastructure to support various aspects of our platform, includinggRNA selection and evaluation of on- and off-target editing in cells. Depending on the desired editing strategy, we use proprietary bioinformatics methods todesign candidate guides and select those that we believe to both be highly specific and have high cutting efficiency. As we grow our experimental data set,we continue to incorporate guide performance into our algorithms to improve their predictive power.Guide RNA qualificationAs part of the process to identify gRNAs for potential development candidates, we screen numerous gRNAs for their ability to generate the required edit atthe genomic site of interest, called on-target activity, as well as any propensity to generate unwanted events at other sites in the genome, also known as off-target activity. To evaluate on-target activity, we use high-throughput sequencing methods to analyze the genomes of edited cells, allowing us to assessoverall editing efficiency and to examine the nature of the editing events, such as specific insertions or deletions.For gRNAs selected through our primary on-target screens, we perform a variety of analyses to look for possible off-target editing events, includingbioinformatic predictions and experimental methods. Part of our approach involves identifying candidates with no or few off-target sites based onexperimental measurements of genome-wide DNA breaks, as well as targeted sequencing of such candidate sites to evaluate actual off-target editing events inrelevant cell types. We continue to optimize our gRNA qualification capability over time by increasing our throughput, improving our off-target activitydetection accuracy and increasing our bioinformatics predictive accuracy.Guide RNA formatCRISPR/Cas9 systems can function with gRNAs having a variety of modifications, such as changes to the physical gRNA structure or chemical modificationsof nucleotides. As part of our development of CRISPR/Cas9 therapeutics, we are engineering modified gRNAs to, for example, improve editing efficiency,specificity and stability inside cells, as well as to reduce the likelihood of an immune response. We believe our work in this area will allow us to develop themost appropriate guides for therapeutic applications.7 NucleaseOur current preferred Cas9 protein is derived from a species of bacteria called S. pyogenes (Spy), which is the Cas9 used in the vast majority of publishedCRISPR/Cas9 literature to date. As part of the therapeutic development process, we are adapting and engineering Spy Cas9 with the goal of improving itsspecificity, activity and manufacturability. In addition, we are exploring other naturally-occurring Cas9 proteins and nucleases from other organisms, whichmay differ from Spy Cas9 in aspects such as specificity, size or mechanism of DNA cutting. We are pursuing these alternative Cas9 forms and other nucleasesthrough ongoing internal work, by collaborating with our existing partners and scientific founders and by in-licensing opportunities. We are alsoinvestigating targeted modifications of Cas9 that can modulate DNA activity by mechanisms other than cleavage. We believe that different therapeuticapplications may be best addressed using different forms of Cas9 or other nucleases, depending on the target cell or tissue of interest, the delivery method andthe desired type of edit.Cas9 edit typeThe CRISPR/Cas9 system, by itself, primarily functions to cut DNA, while the resulting desired therapeutic editing events are performed by the cell,subsequent to the cut, as the cell seeks to rejoin the cut ends. One type of edit is caused by a DNA repair mechanism that is prone to losing or adding shortlengths of DNA around the cut site. The changes in the DNA impairs the function of any encoded protein, causing a knockout edit. Using a combination ofour informatics, gRNA qualification and format and nuclease platform capabilities, we have developed an efficient process to identify gRNAs that create thiskind of edit at high frequency while possessing high specificity for the on-target site and no substantial off-target effects.While knockout edits can be made using solely a Cas9 protein and guide RNA, other kinds of editing, involving repair and insertion, additionally require atemplate DNA that contains a desired sequence that may be inserted or used to correct the original sequence. For ex vivo applications, the DNA template maybe delivered by electroporation in combination with a Cas9-guide RNA complex, or by other means such as viral vectors. For in vivo applications, we havedeveloped combination approaches for delivering the editing machinery by LNP, and the repair and insertion templates by adeno-associated viral (“AAV”)vectors. For example, in our collaboration with Regeneron, using such a combination LNP-AAV insertion delivery system in mice, we achieved blood levelsof human Factor IX (“FIX”) protein, produced by an inserted F9 gene, corresponding to levels higher than those required in a clinical setting, after a singledose. FIX is a blood-clotting protein that is missing or defective in hemophilia B patients.In vivo deliveryWe are focusing our initial in vivo applications in the liver, where we deliver the CRISPR/Cas9 therapy to patients using our proprietary LNP platform.LNPs encapsulate the therapeutic cargo, providing it with stability, selective delivery, improved pharmacologic properties and controlled circulation time.Our therapeutic cargo is designed to degrade relatively quickly, resulting in transient expression of Cas9. We see multiple advantages of using LNPs as an invivo delivery vehicle, particularly as optimized by us for delivery of the CRISPR/Cas9 system or its components. First, certain LNPs have historicallydemonstrated efficacy, safety and favorable tolerability and are currently used as a delivery system for therapeutic messenger RNA (“mRNA”), as well assmall interfering RNA (“siRNA”). mRNA is RNA that encodes proteins and siRNA is RNA that causes the degradation of selected cellular mRNAs.Additionally, LNPs are chemically well-defined and have a completely synthetic route of manufacture, which permits greater scalability. We are currentlyadvancing our programs using our proprietary LNP delivery system, which uses a set of biodegradable, well-tolerated lipids, based on lipids originallydeveloped by Novartis and in-licensed by us for use with all genome editing technologies, including CRISPR/Cas9 products. To date, we have successfullydemonstrated well-tolerated in vivo editing in various animal models, including in mouse, rat and non-human primate (“NHP”) livers, with a single dose ofsystemically delivered LNPs. We have also shown successful delivery to cells in the brains of mice and NHPs, and editing in mouse brain cells usingCRISPR/Cas9 delivered by direct injection of one of our proprietary LNP formulations.8 With our team’s expertise in LNP delivery technology, we expect to be able to translate the LNPs that we are using for our preclinical evaluation to clinicaldevelopment in humans. In addition, we are exploring options for incorporating Cas9 into therapeutic products in multiple formats. For example, Cas9 can bedelivered in its protein form or could be delivered as a nucleic acid, such as an mRNA. For delivery of Cas9 mRNA, we have identified, and continue toinvestigate, modifications that may improve expression and stability, as well as reduce the potential for an immune response. We plan to continue to furtherimprove on our LNP system for a variety of CRISPR/Cas9 therapeutic components, including templates for repair and insertion edits. In parallel, we areexploring additional delivery vehicles, including synthetic particles and viral vectors. We are also developing delivery strategies that we believe will allowus to target other tissues such as the central nervous system, eye, muscle and other organs.Ex vivo deliveryCellular therapies are based on the administration of engineered human cells that are modified to provide or restore necessary functions in the cells ofpatients, or to target and eliminate cells with harmful attributes, such as cancer cells. The cells to be modified ex vivo can come from the individual patient(autologous source) or from another individual (allogeneic source). We use the CRISPR/Cas9 system to perform the modification, and deliver the systemusing a clinically proven method, electroporation, which is an electrical charge-based technique for delivering molecules into cells. In this application,CRISPR creates the therapy ex vivo. In human cells, we have been able to achieve robustly high editing efficiency, including rates greater than 90 percent, ofboth copies of a single gene (bi-allelic editing), while preserving cell viability. In parallel, we are exploring other delivery methods for ex vivo introductionof biological material to cells, which may provide advantages such as delivery efficiency.We have also simultaneously targeted multiple genes in an ex vivo setting and achieved high bi-allelic editing rates for both genes, demonstrating what webelieve to be therapeutically relevant editing of multiple genes simultaneously (multiplex editing). The ability to achieve multiplex editing may be criticalin targeting certain diseases.Our PipelineOur current pipeline includes in vivo and ex vivo programs. Our in vivo programs focus on treating diseases attributable to genes expressed in the liver thathave significant unmet medical needs – ATTR (which we are co-developing with Regeneron), AATD, and PH1. Delivery plays a key role in our invivo therapeutic approach. We have shown in animal models that our proprietary LNP delivery technology, which encapsulates the therapeutic Cas9 mRNAand gRNA into LNPs, can systemically deliver these therapeutic components to the liver.For ex vivo applications, our wholly owned programs focus on next-generation, engineered cell therapy solutions that utilize antigen specific TCRs. Our goalfor the ex vivo pipeline is to move from autologous to allogeneic therapies, and from blood to solid tumors. Other ex vivo programs, which are partnered withNovartis, use CRISPR/Cas9 to research potentially allogeneic CAR-T cell therapies, as well as engineered HSC and OSC product candidates.We believe our full spectrum approach to in vivo and ex vivo programs positions us to build a pipeline across a wide range of indications.9 The following table summarizes the status of our most advanced programs: in vivo programs Our selection criteria include identifying diseases that originate in the liver, have well-defined mutations that can be addressed by a single knockout, repairor insertion approach, have readily measurable therapeutic endpoints with observable clinical responses, and for which effective treatments are absent,limited or unduly burdensome. Our initial in vivo indications target genetic liver diseases, including ATTR, AATD and PH1. Our current efforts on invivo delivery focus on the use of LNPs for delivery of the CRISPR/Cas9 complex to the liver.Genetic diseases:Transthyretin Amyloidosis (“ATTR”) ProgramBackgroundATTR is a progressive and fatal disorder resulting from deposition of insoluble amyloid fibrils into multiple organs and tissues leading to systemic failure.Blood-borne transthyretin protein (“TTR”) is produced by hepatocytes and normally circulates as a soluble homotetramer that facilitates transport of vitaminA, via retinol binding protein (“RBP”), as well as the thyroid hormone, thyroxine. Mutations in the TTR gene lead to the production of TTR proteins that aredestabilized in their tetramer form. These tetramers more readily dissociate into the monomeric form, and thence to an aggregative form that results inamyloid deposits in tissues. These deposits cause damage in those tissues, resulting in a disorder known as hereditary TTR amyloidosis (“hATTR”). Over 120different genetic mutations are currently known to cause hATTR.Deposits of TTR amyloid in the heart, nerves, and/or other tissues can lead to diverse symptoms, often including peripheral neuropathy and/orcardiomyopathy. Historically, hereditary TTR amyloidosis with peripheral neuropathy (“hATTR-PN”) was known as familial amyloidotic polyneuropathy(“FAP”), whereas hereditary TTR amyloidosis with cardiomyopathy (“hATTR-CM”) was known as familial amyloidotic cardiomyopathy (“FAC”). Typicalonset of disease symptoms is during adulthood and can be fatal within two to 15 years. Estimates suggest that approximately 50,000 patients suffer fromhATTR worldwide.10 In addition to the hereditary forms described above, ATTR can also develop spontaneously in the absence of any TTR gene mutation. This wildtype disease(“wtATTR”), also known as senile systemic amyloidosis, is increasingly being recognized as a significant and often undiagnosed cause of heart failure in theelderly and is the subject of active investigation. Recent estimates suggest that, globally, between 200,000 and 500,000 people may suffer from wildtypeTTR amyloidosis with cardiomyopathy (“wtATTR-CM”).Limitations of current treatment optionsCurrently, there are two therapies for the treatment hATTR-PN approved in the United States (“U.S.”) and the European Union (“EU”), and a third approved invarious markets outside the U.S. and EU. While these therapies have shown the potential to slow or halt the progression of neuropathic symptoms, and insome patients lead to an improvement in symptoms, their approved prescribing instructions require them to be administered chronically for the life of thepatient in order to sustain benefit. Additionally, patient response to these therapies varies. While some patients may experience symptomatic improvementafter being treated with these therapies, the disease continues to progress in many of the treated patients, which highlights the continued need for efficaciousand potentially curative therapies. Currently, no therapies are approved for cardiomyopathy resulting from TTR amyloidosis (“ATTR-CM”).Our ApproachWe believe that we can apply CRISPR/Cas9 technology to potentially cure ATTR by disabling the TTR gene in the liver. We expect this approach to greatlyreduce or eliminate the production of the TTR protein, which should slow or stop the accumulation of protein in the nerves and the heart, thereby haltingdisease progression. Current treatments and ongoing clinical trials in hATTR-PN have shown a significant correlation between TTR protein reduction andclinical benefit. Additionally, these studies suggest that loss of TTR gene expression from the liver would be well-tolerated in adult humans. Accordingly, webelieve targeting TTR genes with CRISPR/Cas9 may improve patient outcomes by potentially eliminating defective TTR protein in a single or small numberof treatments, as opposed to life-long therapy. We have assessed delivery of gRNAs directed at the TTR gene via LNPs and have achieved high levels of livercell editing in vitro and in vivo as well as reduction of serum TTR protein in multiple non-human species. In our NHP studies, we have demonstrated our ability to lower circulating TTR protein after a single systemic administration of LNPs containingCRISPR/Cas9 cargo. In recent NHP studies using further improved LNP delivery system components, we observed TTR protein reduction of more than 95percent, a reduction that has been associated with human clinical benefit using other treatment modalities. Data from NHP studies demonstrated a highcorrelation between liver editing and reduction of TTR. In our various studies, we have also observed durability of liver editing and reduction of circulatingTTR protein in NHPs for over six months. The data from our various NHP studies has also demonstrated the transient nature of Intellia’s proprietary modularLNP delivery system, which was rapidly cleared from circulation, with all CRISPR/Cas9 components undetectable in blood and liver within ten days ofadministration. We intend shortly to complete dose-range finding studies and scale-up activities, and initiate IND-enabling toxicology studies. The resulting data, and theformulation utilized to achieve the results previously discussed, will be the basis of our investigational new drug (“IND”) candidate, on track for submissionin 2020.Clinical Development PathwayOur first in-human studies in ATTR are expected to take place in patients with ATTR who have started to exhibit symptoms related to amyloid deposition.The primary objective of these studies will be to show that the therapy can be delivered safely to the patient. A secondary objective will be to identify earlyindicators of efficacy, which may include reductions in TTR protein levels in blood. We expect that the results of our preclinical studies, and discussionswith the U.S. Food and Drug Administration (“FDA”), the European Medicines Agency (“EMA”) and other relevant regulatory agencies as well as patientadvocacy groups will be important in informing our trial design. Pursuant to our collaboration agreement, we and Regeneron entered into a co-developmentand co-promotion agreement directed to the first collaboration target, TTR, under which we will be the clinical and commercial lead.11 Alpha-1 Antitrypsin Deficiency Program (“AATD”) BackgroundAATD is an inherited genetic disorder that may cause lung and/or liver disease. The lung disease may result in chronic obstructive pulmonary disease(“COPD”), a progressive disorder that causes substantial morbidity and mortality. The liver disease, which is less common, is characterized by inflammationand cirrhosis of the liver. In the United States (“U.S.”), an estimated 60,000 to 100,000 people have AATD, which is the result of a mutation inthe SERPINA1 gene that normally produces alpha-1 antitrypsin (“A1AT”) protein that is secreted into the blood. A1AT is a protease inhibitor that blocks theactivity of various enzymes such as neutrophil elastase, which is an enzyme that fights infections, but when not adequately controlled by A1AT, can attacknormal tissues, such as lung tissue.The most common form of AATD arises when a patient has a mutation in both copies of the SERPINA1 gene, which causes A1AT to aggregate inside liverhepatocytes, rather than being secreted from the liver. The inability to secrete A1AT from the liver leaves the lung unprotected from neutrophil elastase andcan result in pulmonary disease. The pulmonary consequences of AATD can sometimes culminate in COPD. Estimates suggest that between one and twopercent of all cases of COPD in the United States have AATD as the underlying cause. In some instances of the disease, A1AT accumulates in the liver,causing liver inflammation and cirrhosis, which leads to liver damage, scarring and in the most severe cases, liver failure or cancer. Liver disease associatedwith AATD is diagnosed from infancy to adulthood, whereas lung disease is most common in adult patients.Limitations of current treatment optionsIn addition to symptomatic therapies, the primary treatment for the pulmonary symptoms of AATD is alpha-1 antitrypsin replacement (also known as alpha1-proteinase inhibitor or A1-PI) or “augmentation” therapy. In the U.S., there are several brands of replacement therapy approved for augmentation andmaintenance therapy for AATD, but the impact on clinical outcomes is controversial. Further, replacement therapy is typically associated with chronic,weekly intravenous infusions. Patients with severe disease are sometimes treated with lung volume reduction surgery or lung transplantation, proceduresassociated with significant morbidity and potential mortality.There are currently no specific treatments available for A1AT-associated liver disease and management is supportive in nature. Liver transplant represents alast-line option for patients with end-stage liver disease, but is a procedure associated with significant morbidity and potential mortality.Our ApproachWe have demonstrated continued progression of our modular LNP delivery platform capability to knock out various liver targets of interest in mice,including SERPINA1 for liver dysfunction associated with AATD. To date, we have achieved 85 percent editing of hepatic SERPINA1 in a mouse modelbearing the human SERPINA1 gene, leading to an approximately 95 percent reduction of the encoded A1AT protein. This approach could be effective intreating the liver manifestations of the disease.In October 2018, at the 26th Annual Congress of the European Society of Gene and Cell Therapy (“ESGCT”), we reported our progress in advancing aninsertion strategy for AATD that could be beneficial for the lung manifestations of the disease. We combined our modular LNP delivery system forCRISPR/Cas9 with a new, proprietary modular AAV bidirectional insertion template to demonstrate robust, efficient CRISPR-mediated targeted insertion ofdonor template DNA encoding the human SERPINA1 gene into liver cells, following systemic administration of these editing components. The insertionresulted in A1AT blood protein levels in mice that were within the normal human physiological range.12 Primary hyperoxaluria type 1 (“PH1”) ProgramBackgroundThe primary hyperoxalurias are a group of autosomal recessive disorders that are associated with the overproduction of oxalate, a highly insoluble end-product of metabolism that is excreted almost entirely by the kidneys. The overproduction of oxalate leads to the recurrent formation of kidney and bladderstones as well as progressive renal damage (caused by a combination of nephrotoxicity induced by oxalate, obstructions caused by kidney stones and oftensuperimposed infection). This progressive renal damage typically results in chronic kidney disease and ultimately end stage renal disease (“ESRD”).Primary hyperoxaluria type 1 (“PH1”), one of three types of primary hyperoxaluria, is caused by a deficiency of the liver-specific peroxisomal enzymealanineglyoxylate aminotransferase (“AGT”), which results in the accumulation of glyoxylate and excessive production of both oxalate and glycolate. PH1 isthe most common form of primary hyperoxaluria, accounting for approximately 80 percent of cases, and it has an estimated prevalence of 1-3 cases permillion population. PH1 can occur at almost any age, but typically presents during childhood. While kidney stone formation is often the first sign of disease,20 to 50 percent of patients have advanced chronic kidney disease or even ESRD at the time of diagnosis. Data from the Rare Kidney Stone Consortiumindicate that the median age at diagnosis of ESRD is 24 years, highlighting the progressive nature the disease.Limitations of current treatment optionsCurrently, there are no cures for primary hyperoxaluria. Preemptive liver transplantation prior to the onset of kidney damage represents the only definitive“cure” for primary hyperoxaluria. However, given the morbidity and potential mortality associated with the procedure, preemptive liver transplantation iscontroversial. Beyond this, treatment for PH1 is supportive in nature, with the goal of reducing kidney stone formation and/or preserving renal function foras long as possible. Treatment (shockwave lithotripsy, ureteroscopy, or percutaneous nephrolithotomy) may be required to treat kidney stones and dialysis isrequired to treat patients who develop end stage renal disease. Kidney transplantation, ideally in combination with liver transplantation, may also beconsidered for patients with advanced chronic kidney disease, although 5-year survival rates for patients undergoing combined kidney and liver transplantare still below 65 percent. The lack of curative therapies beyond preemptive approaches has led to enduring unmet need.Our ApproachOur therapeutic approach is to knock out the gene HAO1, which is involved in the metabolic pathway for oxalate production, thereby reducing the level ofblood glyoxylate and in turn urinary oxalate. In initial studies in a mouse model of hyperoxaluria, we achieved approximately 80 percent editing of HAO1,leading to an approximately 45 percent reduction in urinary oxalate after a single dose of LNPs formulated with CRISPR/Cas9 cargo targeting the Hao1gene. We have also observed up to 90 percent reduction in the protein expressed by HAO1 in a wild type mouse. Across our liver pipeline, these levels ofediting achieved using similar formulations reinforce the modular nature of our LNP delivery platform, featuring efficient and effective delivery tohepatocytes.Ex Vivo PipelineWe are independently researching and developing proprietary engineered cell therapies to treat various oncological and autoimmune diseases, for exampleTCR-engineered T cells for immuno-oncology applications and engineered regulatory T cells for autoimmune disorders. Our diverse product strategyincludes multiple elements. In particular: •We seek to develop allogeneic cellular therapies, which are those derived from unmatched donors and modified outside of the human bodyto allow them to be administered to an unrelated patient.13 •Outside our Novartis collaboration, we are exploring non-CAR-T cellular approaches that use immune cells, including T cells expressingrecombinant TCRs, for oncology indications. For example, in our existing collaboration with OSR, we are identifying optimized TCRsrecognizing a tumor target that could be used to treat certain cancers. •We are also exploring methods to apply CRISPR/Cas9 editing to CD4 cells to induce a non-reverting regulatory T cell phenotype, to createtherapies that address auto-immune diseases.For our ex vivo programs requiring delivery to isolated cells such as HSCs or T cells, we initially plan to deliver the CRISPR/Cas9 complex byelectroporation. We are also exploring alternative technologies that may provide advantages in delivery efficiency or cell viability.Acute myeloid leukemia (“AML”)BackgroundAML includes a heterogenous group of blood cancers arising from the malignant expansion of hematopoietic cells of the myeloid lineage. AML isassociated with weakness, fatigue, and bleeding resulting from the depletion of healthy myeloid cells, and is typically rapidly progressive and fatal withoutimmediate treatment. AML is an aggressive and hard-to-treat cancer, resulting in an overall five-year survival of less than 30 percent. AML is the mostcommon acute leukemia in adults and is associated with the largest number of annual deaths from leukemia in the U.S. Specifically, it is estimated that therewill be approximately 20,000 new cases of AML in the U.S. in 2019 as well as more than 10,000 deaths. While AML can occur at any age, the prevalence ofthe disease increases with age, resulting in a median age at diagnosis of 67 years.Limitations of current treatment optionsInduction chemotherapy, most commonly with cytarabine and an anthracycline, represents the preferred first-line treatment option for patients who are youngand fit enough to tolerate an “intensive” treatment regimen. Patients who achieve remission with induction typically receive additional chemotherapy or anHSC transplant as consolidation therapy. While this treatment approach has the potential to lead to sustained remission or even cure, the intensity of thesetreatments is associated with significant morbidity and mortality. Patients who are older and/or unfit, who represent a significant proportion of the patientpopulation, are often unable to be treated with an intensive regimen and are commonly treated with lower intensity chemotherapy or hypomethylatingagents. While these therapies offer the potential to prolong survival and address some of the clinical symptomatology associated with AML, they are notgenerally considered to be potentially curative treatments. Even among patients who are considered fit enough to receive an intensive regimen, a significantproportion of patients are refractory (i.e., do not achieve a complete remission). Further, relapse is common even among those patients who achieve aremission. While additional lines of treatment may be possible, cure rates are extremely low among relapsed and refractory patients. Combined, the highpercentage of patients who are unable to tolerate an intensive potentially-curative regimen, the high percentage of refractory patients and high relapse rateshave led to the low overall survival rate in AML patients.Over the past several years, several new treatments have emerged for AML with different mechanism of action. While these treatments have led toimprovements in response rates and in some cases increased overall survival, the outcomes demonstrated thus far have been incremental in nature and long-term outcomes in AML continue to be extremely poor.Our approachIn May 2018, we announced that our first engineered cell therapy target is an epitope of the WT1 protein, for the treatment of AML and other potentialhematological malignancies, as well as for solid tumors. This work is being done in collaboration with our academic partner, OSR.14 At the ESGCT meeting in October 2018, we and our collaborator OSR shared an update on our progress in this program with the presentation of data showingthat CRISPR/Cas9 editing in T cells could achieve over 90 percent knockout of endogenous TCRs. In addition, we showed that after insertion of WT1-specific TCRs, the engineered T cells were fully functional and capable of specifically killing approximately 40 percent of leukemic blasts from a patient thatexpressed the WT1 epitope. We continue to develop engineered T cells to treat AML as part of our wholly owned ex vivo product pipeline based on thesenovel TCRs and our genome editing technology. This work will be the foundation for our first wholly owned ex vivo engineered cell therapy developmentcandidate for the treatment of AML, which we expect to nominate by the end of 2019.CAR-T Cell, HSC and OSC Research Collaboration with NovartisUnder our collaboration agreement with Novartis, we received an upfront technology access payment from Novartis of $10.0 million, and we are entitled toup to an additional $40.0 million, in aggregate, in additional technology access fees and research payments during the five-year collaboration term, subjectto certain credits and adjustments in favor of Novartis. In addition, we received a $10.0 million payment relating to the expansion of the collaboration toinclude OSCs. Further, we are eligible to earn up to $230.3 million in development, regulatory and sales-based milestone payments and mid-single-digitroyalties, in each case, on a per-product basis for the products developed by Novartis, subject to certain target-based limitations. For more informationregarding our ongoing collaboration with Novartis, see the section below entitled “Collaborations—Novartis Institutes for BioMedical Research, Inc.”CAR-T Cell ProgramIn 2017, the first CAR-T cell products, including Novartis’ Kymriah, were approved by the FDA to treat certain oncological indications such as pediatricacute lymphoblastic leukemia (“ALL”) and Non-Hodgkins Lymphoma (“NHL”). Additional therapies are being developed for blood cancers such as AML,multiple myeloma (“MML”) and chronic lymphocytic leukemia (“CLL”), as well as several other solid-tumor cancers. In CAR-T cell therapy, naturally-occurring immune cells, specifically T cells, are modified ex vivo by inserting a CAR into the T cells, thereby redirecting their response towards cancer cells.CAR-T cell products can benefit from the application of CRISPR/Cas9 in multiple ways. •CRISPR/Cas9 could be used to create a universal donor CAR-T cell by knocking out cell surface markers that cause a patient’s immunesystem to recognize another person’s cells as foreign. Allowing multiple patients to be treated using cells from a single donor couldsignificantly streamline manufacturing and make CAR-T cell therapy more widely accessible. •CRISPR/Cas9 could be used to modify the T cells to enhance their survival or activity against cancer cells. •CRISPR/Cas9 could be used to introduce the CAR into a precise location in the genome with a specific integrated copy number, as opposedto the current method involving semi-random integration, thus potentially improving the safety profile of the resulting cells. •CRISPR/Cas9 could be used to knock out one or more of the proteins believed to be responsible for certain serious side effects that can resultin dangerously high fevers or severe loss of blood pressure.We could potentially combine two or more of these approaches to further enhance CAR-T cell therapy.15 HSC ProgramHSCs are the stem cells from which all of the various types of blood cells originate. The HSCs present in transplanted bone marrow, mobilized peripheralblood or cord blood can repopulate a patient’s blood system. There are multiple potential opportunities for treating patients using engineered HSCs,including treating three common classes of blood-related disorders, such as hemoglobin disorders, including sickle cell disease and beta thalassemia; primaryimmune deficiencies, such as X-linked severe combined immunodeficiency; and bone marrow failures, such as Fanconi anemia. There are limited treatmentoptions available for these types of blood disorders, and available options typically require chronic blood transfusions or bone marrow transplants. Theseprocedures are associated with significant risk, including mortality. We believe the CRISPR/Cas9 system can be used to potentially provide curative benefitsby correcting the underlying genetic defect in blood cells of patients with these disorders. In additional applications, normal HSCs may be engineered exvivo using CRISPR/Cas9 to express a therapeutic protein, which is then administered to patients in need of that protein.Challenges of developing stem cell products can include the relatively low quantity of available cells for treatment and a limited ability to expand HSCs exvivo. We expect to counter these challenges, if necessary, by employing a proprietary small molecule for HSC expansion to which Novartis has granted usrights. This small molecule could allow us to generate larger numbers of HSCs for re-implantation in patients after editing. We expect that the application ofthis technology will improve the performance of the blood cell graft and improve patient outcomes and recovery times as more therapeutic cells can beadministered.We are pursuing a number of potential gene targets and therapeutic indications in collaboration with Novartis. Under our collaboration with Novartis, we andNovartis each have the right to designate a fixed number of HSC therapeutic targets during multiple selection windows, with Novartis having the right of firsttarget selections. Our selection criteria for development programs include, among others, disease severity, existing treatment options, delivery efficiency, thenature of the genetic edit required and the expected performance of cells modified by the procedure.OSC ProgramIn 2018 we announced an expansion of our existing cell therapy collaboration with Novartis to include the ex vivo development of innovative cell therapiesusing certain OSCs. As part of the updated collaboration terms, Novartis will have the right to develop CRISPR/Cas9-based products for one or more targetsusing these stem cells. We received a one-time $10 million cash payment and, consistent with the original collaboration agreement, we are also eligible toreceive downstream success-based milestones and royalties. We retained rights to all other in vivo and ex vivo applications of CRISPR/Cas9, including foreye disorders, subject to certain in vivo target selection options by Novartis set forth in the original agreement.CollaborationsTo accelerate the development and commercialization of CRISPR/Cas9-based products in multiple therapeutic areas, we have formed, and intend to seekother opportunities to form, strategic alliances with collaborators who can augment our leadership in CRISPR/Cas9 therapeutic development.Novartis Institutes for BioMedical Research, Inc. (“Novartis”)In December 2014, we entered into a strategic collaboration agreement with Novartis (the “Novartis Agreement”), primarily focused on the development ofnew ex vivo CRISPR/Cas9-edited therapies using CAR-T cells and HSCs.Agreement Structure. The parties agreed to engage in collaborative research activities using our CRISPR/Cas9 platform to identify and research therapeutic,prophylactic and palliative products and services relating to the following applications: a) ex vivo HSCs and b) ex vivo CAR-Ts. In addition, in the last twoyears of the collaboration term, Novartis may engage in research and development of a limited number of in vivo targets using our platform.16 Scope of Collaboration. During the five-year collaboration term parties may research potential therapeutic, prophylactic and palliative ex vivo applicationsof CRISPR/Cas9 technology in HSCs and CAR-T cells. Research expenses incurred by us in support of the collaboration are reimbursed by Novartis.HSC Program. We and Novartis agreed to conduct research of HSC targets under a research plan agreed upon by both parties. Within the HSC therapeuticspace, Novartis may obtain exclusive rights to a limited number of these HSC targets, to be selected by Novartis in a series of selection windows. We have theright to choose a limited number of HSC targets for our exclusive development and commercialization per the specified selection schedule. Following theseselections by Novartis and us, Novartis may obtain rights to research an additional limited number of HSC targets on a non-exclusive basis. Novartis isrequired to use commercially reasonable efforts to research, develop and commercialize at least one HSC product directed to each of their selected HSCtargets.CAR-T Program. We have also agreed to collaborate with Novartis on research activities for CAR-T cell targets. After completion of the activitiescontemplated by the parties’ CAR-T cell program research plan, Novartis will assume sole responsibility for developing any products that it selects, arisingfrom that research plan and the costs and expenses of developing, manufacturing and commercializing its selected research targets. Novartis is required to usecommercially reasonable efforts to research, develop or commercialize at least one CAR-T cell product directed to each of its selected CAR-T cell targets.In Vivo Program. During the last two years of the five-year collaboration term, Novartis has the option to select a limited number of targets for research,development and commercialization of in vivo therapies using our CRISPR/Cas9 platform, on a non-exclusive basis. Following Novartis’ selection of each invivo target, Novartis may offer us the right to participate in the research and development of such targets, in which case an in vivo program research plan forsuch target will be entered into between us and Novartis. Novartis is required to use commercially reasonable efforts to research, develop or commercialize atleast one in vivo product directed to each of its selected targets. Novartis’ in vivo target selections are subject to certain restrictions, including that the targets,or all targets within a limited number of organs: (i) have not already been reserved by us pursuant to our limited right to do so under the agreement; (ii) arenot the subject of a collaboration or pending collaboration with a third party; and (iii) are not the subject of ongoing or planned research and development byus.Governance. The parties formed HSC and CAR-T steering committees with responsibility for oversight of these respective research programs and approval ofthe associated research plans. The HSC steering committee is also responsible for the OSC program. These steering committees in turn are overseen by a jointsteering committee. The above steering committees are comprised by an equal number of representatives from each party.Financial Terms. We received an upfront technology access payment from Novartis of $10.0 million in January 2015 and are entitled to additionaltechnology access fees of $20.0 million and quarterly research payments of $1.0 million, or up to $20.0 million in the aggregate, during the five-year researchterm. To date, we have received $15.0 million in technology access fees and $15.0 million in research payments related to these programs. In addition, foreach Novartis product under the collaboration (whether HSC or CAR-T, and as of December 2018, OSC), subject to certain conditions, we may be eligible toreceive (i) up to $30.3 million in development milestones, including for the filing of an IND application and for the dosing of the first patient in each ofPhase IIa, Phase IIb and Phase III clinical trials, (ii) up to $50.0 million in regulatory milestones for the product’s first indication, including regulatoryapprovals in the U.S. and EU, (iii) up to $50.0 million in regulatory milestones for the product’s second indication, if any, including U.S. and EU regulatoryapprovals, (iv) royalties on net sales in the mid-single digits, and (v) net sales milestone payments of up to $100.0 million. We are also eligible to receivepayments for: (i) each additional HSC target selected by Novartis beyond its initial defined allocation, for which we will receive $1.0 million for each target(ii) each in vivo target that Novartis selects as described above, and (iii) any exercise by Novartis of certain license options under the agreement.Upon completion of the research collaboration term in December 2019, Novartis has the option to internalize the Intellia platform for a $50.0 million fee,which will allow them to select a limited number of additional CRISPR/Cas9 genome editing targets over five years. Up to $20.0 million of theinternalization fee will be credited towards any milestone payments for any additional post-internalization targets (up to $4.0 million per target).17 Equity Investments. Additionally, at the inception of the arrangement at which time Intellia was a privately-held company, Novartis invested $9.0 million topurchase our Class A-1 and Class A-2 Preferred Units. The difference between the cash proceeds received from Novartis for the units and the $11.6 millionestimated fair value of those units at the date of issuance was determined to be $2.6 million. Accordingly, $2.6 million of the upfront technology accesspayment was allocated to record the preferred units purchased by Novartis at fair value.License Grant to Novartis. In the 2014 Novartis Agreement, we granted to Novartis a license to our CRISPR/Cas9 platform technology, including asublicense to certain platform rights licensed from Caribou Biosciences, Inc. (“Caribou”), that is exclusive in the HSC, CAR-T cell and in vivo fields withrespect to each target selected by Novartis pursuant to the agreement and the research plan as long as Novartis continues to use commercially reasonableefforts to research, develop, and commercialize CRISPR-edited products directed to such targets. Upon the expiration of the collaboration term, Novartis shallhave the option to access and obtain a non-exclusive license to our CRISPR/Cas9 platform technology to research, develop and commercialize potentialtherapeutic, prophylactic and palliative products and services for a limited number of certain approved targets selected by Novartis, exercisable upon writtennotice to us within 30 days after the expiration of the collaboration term. Such approved targets are subject to certain restrictions, including that the targetsmay not have been already reserved by us pursuant to our limited right to do so under the agreement, may not be the subject of an existing out license of ourCRISPR/Cas9 platform to a third party and may not be the subject of ongoing or planned research and development by us. This non-exclusive license willhave a term of five years commencing upon the completion of the technology transfer by us enabling Novartis to practice such licensed rights, and Novartismay not select more than a specified number of approved targets in each year of this license term.License Grant to Intellia. Novartis granted us a non-exclusive license to its intellectual property covering small molecule for HSC expansion and to its LNPplatform technology to research, develop and commercialize HSC and in vivo genome editing products, respectively, in the 2014 Novartis Agreement.Intellectual Property. IP that we develop within the collaboration related to our CRISPR/Cas9 platform will be owned solely by us, while all other IPdeveloped within the collaboration, including IP covering products arising from the collaboration, will be jointly owned by us and Novartis.2018 Amendment to the Agreement. In December 2018, we entered into an amendment to this agreement with Novartis (the “Amendment”) which expands thescope of the Novartis Agreement to include the ex vivo development of CRISPR/Cas9-based cell therapies using limbal stem cells, a type of ocular stem cell,primarily against gene targets selected by Novartis in exchange for a one-time payment of $10.0 million which we received in December 2018. Thegovernance, milestones and royalties associated with any limbal stem cell program will follow those for the HSC programs. As part of the amendment, Intelliarights to Novartis’ lipid nanoparticle (“LNP”) technology were expanded to include use on all genome editing applications in both in vivo and ex vivosettings.Term and Termination. The collaboration term ends in December 2019. The term of the agreement expires on the later of (i) the expiration of Novartis’payment obligations under the agreement and (ii) the date of expiration of the last-to-expire of the patent rights licensed to us or Novartis under theagreement. Novartis’ royalty payment obligations expire on a country-by-country and product-by-product basis upon the later of (i) the expiration of the lastvalid claim of the royalty-bearing patents covering such product in such country or (ii) 10 years after the first commercial sale of such product in suchcountry. We may terminate the agreement if Novartis or its affiliates institute a patent challenge against our IP rights, and all improvements thereto, licensedto Novartis under the agreement. Novartis may terminate the agreement, without cause, upon 90 days’ written notice to us subject to certain conditions,including its payment of any accrued and future obligations as if the collaboration had continued through December 2019. Either party may terminate theagreement in the event of the other party’s uncured material breach or bankruptcy—or insolvency-related events.Regeneron Pharmaceuticals, Inc.In April 2016, we entered into a license and collaboration agreement with Regeneron (the “Regeneron Agreement”).18 Agreement Structure. The Regeneron Agreement has two principal components: i) a product development component under which the parties will research,develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver, and ii) a technology collaborationcomponent, pursuant to which we and Regeneron will engage in research and development activities aimed at discovering and developing noveltechnologies and improvements to CRISPR/Cas technology to enhance our genome editing platform. Under this agreement, we also may access theRegeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of our liver programs.Scope of Collaboration. Under the terms of the six-year collaboration, Regeneron may obtain exclusive rights for up to 10 targets to be chosen by Regeneronduring the collaboration term subject to a target selection process and various adjustments and limitations set forth in the agreement. Of these 10 total targets,Regeneron may select up to five non-liver targets, while the remaining targets must be focused in the liver. Certain non-liver targets from Intellia's ongoingand planned research at the time, as well as any targets included in another Intellia collaboration, are excluded from this collaboration. At the inception of theagreement, Regeneron selected the first of its 10 targets, ATTR, which is subject to a Co-Development and Co-Promotion Agreement (“Co/Co”) between usand Regeneron, the general terms and conditions for which were outlined within the Regeneron Agreement.Research Collaboration. Research activities under the collaboration will be governed by evaluation and research and development plans that will outlinethe parties’ responsibilities under, anticipated timelines of and budgets for, the various programs. We will assist Regeneron with the preliminary evaluation ofits selected liver targets, and Regeneron will be responsible for preclinical research and conducting clinical development, manufacturing andcommercialization of products directed to each of its exclusive targets. We may assist, as requested by Regeneron, with the later discovery and research ofproduct candidates directed to any selected target. For each selected target, Regeneron is required to use commercially reasonable efforts to submit regulatoryfilings necessary to achieve IND acceptance for at least one product directed to each applicable target, and following IND acceptance for at least one product,to develop and commercialize such product.Reserved Liver Targets. We retain the exclusive right to solely develop products via CRISPR genome editing directed against certain specified genetictargets. During the collaboration term and subject to a target selection process, we have the right to choose additional liver targets for our own developmentusing commercially reasonable efforts. Certain targets that either we or Regeneron select during the term may be subject to further co-development and co-commercialization arrangements at our or Regeneron’s option, as applicable, which either can exercise pursuant to defined conditions.Governance. The parties formed a joint steering committee (“JSC”), which is responsible for setting research objectives and overseeing the general strategiesand activities undertaken by the parties under the Regeneron Agreement. Additionally, the parties formed a Joint Development and CommercializationCommittee (“JDCC”) to oversee all profit share products under the Co/Co discussed below. The JDCC will have responsibility for overseeing thedevelopment, manufacture, regulatory matters, and commercialization (including pricing and reimbursement) of ATTR, as the first profit share product underthe collaboration agreement.Financial Terms. We received a nonrefundable upfront payment of $75.0 million. In addition, on Regeneron programs that are not subject to co-developmentand co-promotion agreements we may be eligible to earn, on a per-licensed target basis, (i) up to $25.0 million in development milestones, including for thedosing of the first patient in each of Phase I, Phase II and Phase III clinical trials, (ii) up to $110.0 million in regulatory milestones, including for theacceptance of a regulatory filing in the U.S., and for obtaining regulatory approval in the U.S. and in certain other identified countries, and (iii) up to $185.0million in sales-based milestone payments. We are also eligible to earn royalties ranging from the high single digits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and incorporate our existing low- to mid-single-digit royaltyobligations under a license agreement with Caribou.Equity Investments. In connection with this collaboration, Regeneron purchased $50.0 million of our common stock in a private placement under a StockPurchase Agreement (the “Stock Purchase Agreement”) concurrent with our initial public offering.19 Term and Termination. The collaboration term ends in April 2022, except that Regeneron may make a one-time payment of $25.0 million to extend the termfor an additional two-year period. The agreement will continue until the date when no royalty or other payment obligations are due, unless earlier terminatedin accordance with the terms of the agreement. Regeneron’s royalty payment obligations expire on a country-by-country and product-by-product basis uponthe later of (i) the expiration of the last valid claim of the royalty-bearing patents covering such product in such country, (ii) 12 years from the firstcommercial sale of such product in such country, or (iii) the expiration of regulatory exclusivity for such product. We may terminate the agreement on atarget-by-target basis if Regeneron or any of its affiliates institutes a patent challenge against our CRISPR/Cas or certain other background patent rights. Wemay also terminate the agreement on a target-by-target basis if Regeneron does not proceed with the development of a product directed to a selected targetwithin specified periods of time. Regeneron may terminate the agreement, without cause, upon 180 days written notice to us, either in its entirety or on atarget-by-target basis, in which event, certain rights in the terminated targets and associated IP revert to us, as described in the agreement. Following suchtermination, we may owe Regeneron royalties, in certain circumstances, up to mid-single digits on any terminated targets that we subsequentlycommercialize on a product-by-product basis for a period of 12 years after the first commercial sale of any such products. Either party may terminate theagreement either in its entirety or with respect to the technology collaboration or one or more of the targets selected by Regeneron, in the event of the otherparty’s uncured material breach. Co-Development and Co-Promotion Agreement.In July 2018, we and Regeneron finalized the form of the Co/Co that will be used as the basis for each Co/Co agreement directed to a target. Simultaneously,we and Regeneron executed the Co/Co agreement directed to the first collaboration target, ATTR, for which we are the clinical and commercial Lead Party(see below). As such, Regeneron will be the Participating Party (see below), and will share equally in worldwide development costs and profits as long as itfunds half of the defined research and development costs attributable to the ATTR program. Co-Development and Co-Promotion: Agreement Structure. Under the Co/Co Agreement, Regeneron has the right to exercise up to at least five Co/Co optionson our liver targets (other than Intellia’s reserved liver targets), while we may exercise at least one Co/Co option on Regeneron’s liver targets, the exactnumber of Co/Co options being subject to certain conditions of the target selection process. Co/Co options must be exercised (or forfeited) once a targetreaches a defined preclinical stage. Within 15 days of exercising the option, the party exercising the option must pay $1.5 million to the other party ascompensation for prior work. The ATTR program was exempted from this payment. One Party will be the “Lead Party” and the other Party the “ParticipatingParty”. The Lead Party shall have control and primary responsibility for the development, manufacturing, regulatory and commercial activities. TheParticipating Party shall have the right to consult on these activities through its participation on the JDCC and will have the right to co-fund developmentand commercialization activities in exchange for a share of profits. In general, the parties will share equally in worldwide development costs and profits ofany future products. Prior to reaching a specific development milestone, the Participating Party may elect to reduce its share of worldwide development costsand profits by 50 percent.Co-Development and Co-Promotion: Termination. Either party may terminate by providing 180 days written notice. If Intellia terminates, the productbecomes a Regeneron product, and is subject to all future milestone and royalty payment obligations under the Regeneron Agreement. If Regeneronterminates and has contributed at least $5 million in Development Costs, Intellia will pay low- to mid-single digit royalties on the net sales of the product,depending on co-funding percentage, stage at termination and, if any, Regeneron IP incorporated into the product.Potential Future CollaborationsWe view strategic partnerships as important drivers for helping accelerate our goal of rapidly treating patients. The potential application of CRISPR/Cas9 isextremely broad, and we plan to continue to identify partners who can contribute meaningful resources and insights to our programs and allow us to morerapidly bring scientific innovation to a broader patient population.20 Intellectual PropertyWe believe we are well positioned in terms of our IP because we: •have built, and intend to expand, a broad worldwide portfolio of IP, including patents and patent applications, in areas relevant to thedevelopment and commercialization of human therapeutic products using CRISPR/Cas9 technology; •protect our IP by maintaining trade secrets relating to our proprietary technology innovations and know-how; and •intend to take additional steps, where appropriate, to further protect our IP rights, including, for example, through the use of copyrightprotection and regulatory protection available via orphan drug designations, data exclusivity, market exclusivity, and patent termextensions.Our licensed patent portfolio encompasses foundational filings on the use of CRISPR/Cas9 systems for gene editing, improvement modifications of theseCRISPR systems, LNP technologies, TCRs for specific targets, and cell expansion technology relevant to stem cell-based therapies. We access these patentestates from licensors including Caribou, Novartis and OSR. We also actively apply for, maintain, and plan to defend and enforce, as needed, our internallydeveloped and externally licensed patent rights. Furthermore, we continue to search for and evaluate opportunities to in-license IP relevant to our targetedtherapeutic programs and platforms and to develop and acquire new IP in collaboration with third parties.In addition to our in-licensed IP, our IP portfolio includes over 25 patent families filed since 2015 covering solely or jointly owned technologies that wehave developed independently or through our collaborations with Novartis, Regeneron and OSR. The patent families claim inventions relating toCRISPR/Cas9 improvements, methods for delivering CRISPR/Cas9 components, methods of treating diseases using CRISPR/Cas9 genome editing, andmethods for analyzing editing events, among others. Patents resulting from our internal portfolio, if issued, would expire no earlier than 2036.We actively apply for, maintain, and plan to defend and enforce, as needed, our internally developed and externally licensed patent rights. Furthermore, wecontinue to search for and evaluate opportunities to in-license IP relevant to our targeted therapeutic programs and platforms and to develop and acquire newIP in collaboration with third parties.Caribou Biosciences In-Licensed Intellectual PropertyIn July 2014, we entered into a license agreement with Caribou, as subsequently amended and supplemented, for an exclusive, worldwide license for humantherapeutic, prophylactic, and palliative uses, except for anti-fungal and anti-microbial uses, defined in the license agreement as our field of use, of anyCRISPR/Cas9-related patents and applications owned, controlled or licensed by Caribou as well as companion diagnostics to our product or productcandidates. The license agreement also included exclusive rights in our field of use to any CRISPR/Cas9-related IP developed by Caribou after July 16, 2014and through a cut-off date of January 30, 2018. The agreement further includes a non-exclusive research license to conduct research and development onproduct candidates and products. The Caribou licensed patent portfolio includes several U.S. and foreign patents and patent applications owned by Caribou,and U.S. and foreign patents and patent applications co-owned by The Regents of the University of California, the University of Vienna and Dr. EmmanuelleCharpentier, as well as U.S. and foreign patents and patent applications owned or controlled by Pioneer Hi-Bred and its affiliates. We have the right to grantsublicenses to the Caribou licensed patent portfolio to third parties in our field of use. Caribou retains the right to practice the licensed IP in all other fields,including for its own specific therapeutics purposes, provided it does not pertain to the application of CRISPR/Cas9 technology to the development ofproducts in our field of use.Pursuant to a services agreement entered into with Caribou in parallel with the license agreement, we also received two years of research and developmentservices from Caribou, which ended in November 2016. Any IP developed under the services agreement is owned by Caribou and is included in, and subjectto the terms of, our license agreement with Caribou.21 In relation to our founding, we issued Caribou 8,110,599 shares of our junior preferred stock. We paid Caribou $5.0 million over the term of the two-yearservices agreement; and have agreed to pay 30.0 percent of Caribou’s patent prosecution, filing, and maintenance costs for the IP included in the licenseagreement amounting to a total of $3.5 million paid through December 31, 2018. We also granted Caribou an exclusive, royalty-free, worldwide license, withthe right to sublicense, to any CRISPR/Cas9 patents, patent applications and know-how in Caribou’s retained fields of use owned or developed by usbetween July 16, 2014 and a cut-off date of January 30, 2018. Caribou, which is obligated to pay a portion of our patent filing, prosecution and maintenancecosts for any such licensed IP, also has an option to sublicense any CRISPR/Cas9 IP in-licensed by us for uses and activities in its retained field of use.The Caribou license agreement grants us sublicenses in our field of use to IP in-licensed by Caribou from The Regents of the University of California and theUniversity of Vienna. Further, under the license agreement, we had an option to sublicense for our field of use any new IP in-licensed by Caribou throughJanuary 30, 2018. In July 2015, we exercised our option to sublicense a portfolio in-licensed by Caribou from Pioneer Hi-Bred International, according to theterms described below.The term of the Caribou license is until the expiration of the last-to-expire patent right that is licensed to either party. We must use commercially reasonableand diligent efforts to research, develop, manufacture and commercialize at least one product. Either party may terminate the agreement in the event of theother party’s uncured material breach, bankruptcy or insolvency-related events, or breach of its obligations with respect to the included in-licenses. Thelicense agreement with Caribou also gives us access, in our field of use, to Caribou internally developed IP. Since March 2013, Caribou has filed over 50patent applications in the U.S. and internationally, which relate to the CRISPR/Cas platform, including modified and improved CRISPR/Cas9 systems orcomponents, and methods of use that are part of our license. We cannot ensure that these applications will lead to issued claims that cover our products oractivities. Any patents that grant from these applications will expire in or after 2034, assuming payment of necessary maintenance fees.On October 17, 2018, we initiated an arbitration proceeding against Caribou asserting that Caribou is violating the terms and conditions of the licenseagreement entered into by the Company and Caribou in July 2014 (“Caribou License”), as well as other contractual and legal rights, by using and seeking tolicense to third parties two patent families relating to specific structural or chemical modifications of gRNAs, that were purportedly invented or controlled byCaribou, in our exclusive human therapeutic field. Under the Caribou License, Caribou granted to the Company a worldwide, exclusive license to all ofCaribou’s IP relating to CRISPR/Cas9 technology for all therapeutic, prophylactic and palliative uses and applications for any or all diseases and conditionsin humans, with the sole exceptions of anti-microbial and/or anti-fungal applications. The license encompassed all CRISPR/Cas9 IP developed or controlledby Caribou as of July 16, 2014 and through an IP cutoff date (January 30, 2018) that was necessary or useful for us to develop, manufacture or commercializeproducts in our field, as well as any technology developed by Caribou under a service agreement entered into by the Company and Caribou in July 2014.Caribou has asserted that the two families of IP are outside the scope of our license. In accordance with the Caribou License, we have submitted a demand forarbitration seeking a declaration that the disputed IP is included within the scope of our license under the Caribou License, an award of compensatory,consequential and punitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou from licensing or using this IP in our exclusivehuman therapeutics field, among other claims.The Regents of the University of California and the University of Vienna Intellectual PropertyThe Regents of the University of California and the University of Vienna (collectively, “UC/Vienna”) co-own with Dr. Emmanuelle Charpentier a worldwidepatent portfolio, which covers methods of use and compositions relating to engineered CRISPR/Cas9 systems for, among other things, cleaving or editingDNA and altering gene product expression in various organisms, including humans. We refer to this co-owned worldwide patent portfolio as theUC/Vienna/Charpentier patent family. The earliest claimed priority date for this patent family is May 25, 2012. As of December 31, 2018, this familyincludes granted patents in many jurisdictions outside the United States, including for example the United Kingdom, Germany, Australia, China and theapproximately 40 countries that are members of the European Patent Convention. Corresponding applications are being prosecuted in the United StatesPatent and Trademark Office (“USPTO”) and other patent agencies across the world. Any patents that ultimately issue from this family and are appropriatelymaintained will expire in or after 2033.22 Caribou entered into an exclusive, worldwide license in all fields, with the right to sublicense, for this patent family with UC/Vienna in April 2013 solelyunder UC/Vienna ownership rights. Caribou’s license remains in effect for the life of the last-to-expire patent or last-to-be-abandoned patent applicationlicensed, whichever is later. Through our license agreement with Caribou, we have an exclusive sublicense to UC/Vienna’s interest in this foundationalCRISPR/Cas9 patent family for use in human therapeutics, except for anti-fungal and anti-microbial uses as defined in the license agreement as our field ofuse. For products covered by this license and their companion diagnostics, we will owe mid-single-digit royalties on net sales. In addition, we may be subjectto milestone payments of $0.1 million upon the first filing of an IND application, a total of $0.5 million for Phase II and Phase III clinical trials, $0.5 millionto $1.0 million for each of the first three approved new drug applications or biologics license applications in the United States, and $0.2 million for each ofthe first three approved indications in Europe. Caribou has the right to terminate its agreement with UC/Vienna at any time or the agreement may beterminated due to an uncured material breach. We cannot guarantee that Caribou will maintain the UC/Vienna license for its full term. Should the licensebetween Caribou and UC/Vienna be terminated for any reason, any compliant Caribou sublicenses as of the termination date will remain in effect and will beassigned to UC/Vienna in place of Caribou. Specifically, if we are in compliance with our obligations under our sublicense and Caribou and UC/Viennaterminate their agreement, UC/Vienna would replace Caribou as our licensor.On April 13, 2015, UC/Vienna/Charpentier jointly filed a request with the USPTO asking that an interference be declared between a UC/Vienna/Charpentierpatent application and certain patents issued to the Broad Institute, Massachusetts Institute of Technology, and the President and Fellows of Harvard College(collectively, the “Broad Institute patent family” or the “Broad”), which claim aspects of CRISPR/Cas9 systems and methods to edit genes in eukaryoticcells, including human cells. An interference is an adversarial proceeding conducted by the USPTO’s Patent Trial and Appeal Board (the “PTAB”) todetermine the initial inventor of a particular invention claimed in U.S. patents and patent applications owned by different parties. On January 11, 2016, thePTAB declared an interference involving one UC/Vienna/Charpentier application, 12 Broad issued patents and a Broad patent application. In the orderdeclaring the interference, the PTAB designated UC/Vienna/Charpentier the “Senior Party” and the Broad the “Junior Party”. In March 2016, the PTAB re-declared the interference to add an additional U.S. patent application owned by the Broad. On February 15, 2017, the PTAB dismissed the proceedingfinding that the parties’ respective patent claims involved in the interference were distinct such that they did not meet the legal requirement to proceed withthe interference. Specifically, the PTAB concluded that the Broad’s claims were directed to the use of CRISPR/Cas9 only in eukaryotic cells and, thus werepatently distinct from UC/Vienna/Charpentier’s claims, which were directed to the use of CRISPR/Cas9 in all settings. As a result of this proceeding’sdismissal, the PTAB did not make a decision regarding which party actually first invented the use of CRISPR/Cas9 systems and methods to edit genes ineukaryotic cells. In April 2017, UC/Vienna/Charpentier appealed to the U.S. Court of Appeals for the Federal Circuit (“the Federal Circuit”) seeking a reviewand reversal of the PTAB’s decision. On September 10, 2018, the Federal Circuit affirmed the PTAB’s decision to terminate the interference proceeding. Thetime for UC/Vienna/Charpentier to ask for a rehearing by the Federal Circuit or permission from the U.S. Supreme Court to appeal has expired. Accordingly,the Federal Circuit returned the UC/Vienna/Charpentier patent application at issue in the terminated interference to the USPTO. On February 8, 2019, theUSPTO issued a notice allowing the patent application, which, when issued, will cover generally the use of the CRISPR/Cas9 technology using a single RNAguide in any setting, including cellular settings.Pioneer Hi-Bred International (DuPont Company) Intellectual PropertyPioneer Hi-Bred and its affiliates, including the DuPont Company, have licensed to Caribou on a worldwide basis, various patent families relating toCRISPR/Cas systems, components and methods of use generally and CRISPR/Cas9 specifically in certain fields, which include Intellia’s field of use underour license agreement with Caribou. In July 2015, we exercised our option under the license agreement with Caribou to sublicense these Pioneer patentfamilies in our field of use. The license from Pioneer to Caribou will expire upon the expiration, abandonment or invalidation of the last patent or patentapplication licensed from Pioneer to Caribou.The licensed Pioneer portfolio includes a family of applications filed by Vilnius University that discloses the components of a CRISPR/Cas9 system requiredfor gene editing in non-bacterial organisms. On May 2, 2017, the USPTO issued U.S. Patent No. 9,637,739, with claims covering the in vitro assembly anduse of a recombinant CRISPR/Cas9 complex to modify DNA. Patents obtained from this patent family will expire in or after 2033, assuming payment ofnecessary maintenance fees. We cannot ensure that these additional applications in this family will lead to issued claims that cover our products or activities.23 Invention Management AgreementOn December 15, 2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement (the“Invention Management Agreement”), with The Regents of the University of California, University of Vienna, Dr. Charpentier, Caribou, CRISPRTherapeutics AG, ERS Genomics Ltd. and TRACR Hematology Ltd. Under the Invention Management Agreement, Dr. Charpentier retroactively consented toUC/Vienna’s CRISPR/Cas9 license to Caribou as well as Caribou’s sublicensing to Intellia certain of its rights to the UC/Vienna/Charpentier CRISPR/Cas9IP, subject to the restrictions of our license from Caribou. Under the agreement, the parties commit to maintain and coordinate the prosecution, defense andenforcement of the CRISPR/Cas9 foundational patent portfolio worldwide, and each of the co-owners of the IP grants cross-consents to all existing and futurelicenses and sublicenses based on the rights of another co-owner. The Invention Management Agreement also includes retroactive approval by certain partiesof certain prior assignments of interests in patent rights to other parties, and provides for, among other things, (i) good faith cooperation among the partiesregarding patent maintenance, defense and prosecution, (ii) cost-sharing arrangements, and (iii) notice of and coordination in the event of third-partyinfringement of the subject patents. Unless earlier terminated by the parties, the Invention Management Agreement will continue in effect until the later ofthe last expiration date of the UC/Vienna/Charpentier patents underlying the CRISPR/Cas9 technology, or the date on which the last underlying patentapplication is abandoned.Novartis In-Licensed Intellectual PropertyThe December 2014 Novartis Agreement grants us worldwide, non-exclusive, royalty-free rights to a portfolio of 14 Novartis patent families containinggranted patents and pending applications in the United States and internationally relating to LNP compositions, methods of use and modified nucleic acids.The license under the Novartis Agreement permits us to use the Novartis LNPs to develop therapeutic, prophylactic, and palliative CRISPR-based invivo products. Under a December 2018 amendment to the Novartis Agreement, we obtained rights to use these LNPs both in vivo and ex vivo for any geneediting product. The earliest claimed priority dates for the licensed patent families range from December 2009 through June 2013, and accordingly willexpire by or after December 2030. The term of the license continues until the expiration of the last-to-expire patent right that is licensed to either party. If weattempt to challenge any of the patents in the licensed families, Novartis may terminate the license on a patent-by-patent basis. We cannot guarantee that ourproducts or delivery methods will be covered by issued claims in these families.In addition, under the Novartis Agreement, Novartis has also granted us rights to use its proprietary small molecule for HSC expansion. Our rights to thistechnology are subject to a single-digit royalty based on whether we develop and commercialize the relevant product solely or in collaboration with anotherthird party.Under the Novartis Agreement, any platform IP developed as part of the collaboration is owned solely by us, while all other IP developed within thecollaboration, including product-based IP, is jointly owned by us and Novartis. We cannot guarantee that IP filed based on collaboration data will result inissued claims covering our products or delivery methods. Under our agreement with Novartis, we have also granted Novartis a sublicense to the IP we licenseunder our agreement with Caribou for the Novartis-selected HSC and CAR-T cells products, and in vivo products if applicable, with such sublicense beingexclusive as long as Novartis uses commercially reasonable efforts to develop and commercialize those products.In December 2018, we entered into an amendment to our agreement with Novartis which expands the scope of the Novartis Agreement to include the ex vivodevelopment of CRISPR/Cas9-based cell therapies using limbal stem cells primarily against selected gene targets by Novartis.ManufacturingWe have entered into certain manufacturing and supply arrangements with third-party suppliers to support production of our product candidates and theircomponents. We plan to continue to rely on these qualified third-party organizations to produce or process bulk compounds, formulated compounds, viralvectors or engineered cells for IND-supporting activities and early stage clinical trials. We expect that clinical and commercial quantities of any in vivoproduct or engineered cells that we may seek to develop will be manufactured in facilities and by processes24 that comply with FDA and other regulations. At the appropriate time in the product development process, we will determine whether to establishmanufacturing facilities or continue to rely on third parties to manufacture commercial quantities of any products that we may successfully develop. Incertain instances, we may consider building our own commercial infrastructure.CompetitionThe biotechnology and pharmaceutical industries are extremely competitive in the race to develop new products. While we believe we have significantcompetitive advantages with our industry-leading expertise in genome editing, clinical development expertise and dominant IP position, we currently faceand will continue to face competition for our development programs from companies that use genome editing or gene therapy development platforms andfrom companies focused on more traditional therapeutic modalities such as small molecules and antibodies. The competition is likely to come from multiplesources, including large and specialty pharmaceutical and biotechnology companies, academic research institutions, government agencies and public andprivate research institutions. Many of these competitors may have access to greater capital and resources than us. For any products that we may ultimatelycommercialize, not only will we compete with any existing therapies and those therapies currently in development, but we will also have to compete withnew therapies that may become available in the future.Competitors in our efforts to provide genetic therapies to patients can be grouped into at least three sets based on their product discovery platforms: •genome editing companies focused on CRISPR/Cas9 including: Beam Therapeutics Inc., Caribou Biosciences, Inc., Casebia Therapeutics,LLC, CRISPR Therapeutics, Inc., Editas Medicine, Inc., ToolGen, Inc., and Tracr Hematology Limited; •other genome editing companies including: bluebird bio, Inc., Cellectis S.A., Homology Medicines, Inc., Poseida, Inc., PrecisionBioSciences, Inc., and Sangamo Therapeutics, Inc., and; •genome therapy companies developing in vivo or ex vivo therapies, such as cell therapies, including: bluebird bio, Inc., Cellectis S.A.,Celgene Corporation (which acquired Juno Therapeutics, Inc.), Gilead Sciences, Inc. (which acquired Kite Pharma, Inc.), Novartis A.G., SparkTherapeutics, Inc., and Voyager Therapeutics, Inc.Our competitors will also include companies that are or will be developing other genome editing methods as well as small molecules, biologics, in vivo genetherapies, engineered cell therapies (both autologous and allogeneic) and nucleic acid-based therapies for the same indications that we are targeting with ourCRISPR/Cas9-based therapeutics.Government Regulation and Product ApprovalWe are subject to extensive regulation. We expect our future in vivo and ex vivo product candidates to be regulated as biologics. Biological products aresubject to regulation under the Food, Drug and Cosmetic (“FD&C”) Act and the Public Health Service Act (“PHS Act”), and other federal, state, local andforeign statutes and regulations. Both the FD&C Act and the PHS Act and their corresponding regulations govern, among other things, the testing,manufacturing, safety, efficacy, labeling, packaging, storage, record keeping, distribution, reporting, advertising and other promotional practices involvingdrug and biological products. Before clinical testing of biological products in the U.S. may begin, we must submit an IND to the FDA, which reviews theclinical protocol and other information, and the IND must become effective before clinical trials may begin.Biologic products must be approved by the FDA before they may be legally marketed in the U.S. and by the appropriate foreign regulatory agencies beforethey may be legally marketed in foreign countries. 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 and we may not be able to obtain therequired regulatory approvals.25 Within the FDA, the Center for Biologics Evaluation and Research (“CBER”) regulates biological products, including gene and cell therapies. CBER’sOffice of Tissues and Advanced Therapies (“OTAT”) is responsible for oversight of gene therapy and related products, and the Cellular, Tissue and GeneTherapies Advisory Committee (“CTGTAC”) advises CBER on its reviews. Human gene therapy products are defined as all products that mediate their effectsby transcription or translation of transferred genetic material or by specifically altering host (human) genetic sequences. Some examples of gene therapyproducts include nucleic acids, genetically modified microorganisms (e.g., viruses, bacteria, fungi), engineered site-specific nucleases used for humangenome editing, and ex vivo genetically modified human cells. FDA has published guidance documents related to, among other things, gene therapyproducts in general and their preclinical assessment, potency or other quality testing, and chemistry, manufacturing and control information in gene therapyINDs, and long-term adverse event monitoring of clinical trial subjects; all of which are intended to facilitate industry’s development of these products. Morerecently and as part of the implementation of the 21st Century Cures Act, FDA has issued a number of draft guidances pertaining to Regenerative MedicineAdvanced Therapies, which are defined as including cell therapy, therapeutic tissue engineering products, human cell and tissue products and combinationproducts using any such therapies or products. Additionally, gene therapies, including genetically modified cells, that lead to a durable modification of cellsor tissues may meet the definition of a regenerative medicine therapy. A number of guidances have been revised to reflect the growing knowledge andincorporation of newer technology, including certain considerations for genome editing. A small number of gene therapy products have been approved byregulatory agencies. In 2012, the European Medicines Agency authorized the marketing of the first gene therapy product approved by regulatory authoritiesanywhere in the Western world. And in the U.S., in 2017, the FDA approved the first two cell-based gene therapy products as well as a gene therapy product.Ethical, social and legal concerns about genome-editing technology, gene therapy, genetic testing and genetic research could result in additional regulationsrestricting or prohibiting the processes we may use. Federal and state agencies, congressional committees and foreign governments have expressed interest infurther regulating biotechnology. More restrictive regulations or claims that our products are unsafe or pose a hazard could prevent us from commercializingany product candidates. New government requirements may be established that could delay or prevent regulatory approval of our product candidates underdevelopment. It is impossible to predict whether legislative changes will be enacted, regulations, policies or guidance changed, or interpretations by agenciesor courts changed, or what the impact of such changes, if any, may be.U.S. Gene and Cell Therapy Products Development ProcessThe FDA approves biologics, including gene and cellular therapy products, through the Biologics License Application (“BLA”) process before they may belegally marketed in the U.S. This process generally involves the following: •completion of extensive nonclinical, sometimes referred to as preclinical laboratory tests, and preclinical animal studies and applicablerequirements for the humane use of laboratory animals and formulation studies in accordance with applicable regulations, including goodlaboratory practice (“GLP”); •submission to the FDA of an IND application, which must become effective before human clinical trials may begin; •performance of adequate and well-controlled human clinical trials according to the FDA’s regulations commonly referred to as good clinicalpractice (“GCP”) and any additional requirements for the protection of human research subjects and their health information, to establish thesafety and efficacy of the proposed product for its intended use; •submission to the FDA of a BLA for marketing approval that includes substantial evidence of safety, purity, and potency, from nonclinicaltesting and clinical trials; •satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the product is produced to assess compliancewith current good manufacturing practice (“cGMP”) to assure that the facilities, methods and controls are adequate to preserve the product’sidentity, strength, quality and purity and, if applicable, the FDA’s current good tissue practice (“cGTP”) requirements for the use of humancellular and tissue products;26 •positive results from potential FDA audit of the nonclinical study and clinical trial sites that generated the data in support of the BLA; and •FDA review and approval of the BLA licensure.Before testing any drug or biological product candidate, including gene and cellular therapy product candidates, in humans, the product candidate enters thepreclinical testing stage. Preclinical tests, also referred to as nonclinical studies, include laboratory evaluations of product chemistry, toxicity andformulation, as well as animal studies to assess the potential safety and activity of the product candidate. The conduct of the preclinical tests must complywith federal regulations and requirements, including GLP.The clinical trial sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data, any available clinical dataor literature and a proposed clinical protocol, to the FDA as part of the IND. Some preclinical testing may continue even after the IND is submitted. The INDautomatically becomes effective 30 days after receipt by the FDA, unless the FDA places the clinical trial on a clinical hold within that 30-day time period. Insuch a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. The FDA may also impose clinical holdson a biological product candidate at any time before or during clinical trials due to, among other reasons, safety concerns or non-compliance with regulatoryrequirements. If the FDA imposes a clinical hold, trials may not recommence without FDA authorization and then only under terms authorized by the FDA.Accordingly, we cannot be sure that submission of an IND will result in the FDA allowing clinical trials to begin, or that, once begun, issues will not arise thatresult in the suspension or termination of such trials.Clinical trials involve the administration of the product candidate to healthy volunteers or patients under the supervision of qualified investigators, generallyphysicians not employed by or under the study sponsor’s control. Clinical trials are conducted under protocols detailing, among other things, the objectivesof the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety, including stoppingrules that assure a clinical trial will be stopped if certain adverse events should occur. Each protocol and any amendments to the protocol must be submittedto the FDA as part of the IND. Clinical trials must be conducted and monitored in accordance with the FDA’s regulations comprising the GCP requirements,including the requirement that all research subjects provide informed consent. Further, each clinical trial must be reviewed and approved by an independentinstitutional review board (“IRB”) at or servicing each institution at which the clinical trial will be conducted. An IRB is charged with protecting the welfareand rights of study participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and arereasonable in relation to anticipated benefits. The IRB also approves the form and content of the informed consent that must be signed by each clinical trialsubject or his or her legal representative and must monitor the clinical trial until completed. Certain clinical trials also must be reviewed by an institutionalbiosafety committee (“IBC”), a local institutional committee that reviews all forms of research conducted at that institution involving recombinant orsynthetic nucleic acid molecules. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment and ensuresthat all research is conducted in compliance with National Institutes of Health (“NIH”) Guidelines for Research Involving Recombinant DNA Molecules.Human clinical trials are typically conducted in three sequential phases that may overlap or be combined: •Phase I. The product candidate is initially introduced into healthy human subjects and tested for safety. In the case of some products forsevere or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, theinitial human testing is often conducted in patients. •Phase II. The product candidate is evaluated in a limited patient population to identify possible adverse effects and safety risks, topreliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance, optimal dosage and dosingschedule. •Phase III. Clinical trials are undertaken to further evaluate dosage, clinical efficacy, potency (for BLA products), and safety in an expandedpatient population at dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the productand provide an adequate basis for product approval and labeling.27 Post-approval clinical trials, sometimes referred to as Phase IV clinical trials, may be conducted after initial marketing approval. These clinical trials are usedto gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for long-term safety follow-up. The FDAtypically advises that sponsors observe subjects for potential gene therapy-related delayed adverse events for up to a 15-year period, including a minimum offive years of annual examinations followed by ten years of annual queries, either in person or by questionnaire.During all phases of clinical development, regulatory agencies require extensive monitoring and auditing of all clinical activities, clinical data, and clinicaltrial investigators. Annual progress reports detailing the status of the clinical trials must be submitted to the FDA. Written IND safety reports must bepromptly submitted to the FDA and the investigators for serious and unexpected adverse events, any findings from other trials, tests in laboratory animalsor in vitro testing that suggest a significant risk for human subjects, or any clinically important increase in the rate of a serious suspected adverse reactionover that listed in the protocol or investigator brochure. The sponsor must submit an IND safety report within 15 calendar days after the sponsor determinesthat the information qualifies for reporting. The sponsor also must notify the FDA of any unexpected fatal or life-threatening suspected adverse reactionwithin seven calendar days after the sponsor’s initial receipt of the information. Phase I, Phase II and Phase III clinical trials may not be completedsuccessfully within any specified period, if at all. The FDA or the sponsor or its data safety monitoring board may suspend a clinical trial at any time onvarious grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend orterminate 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 productcandidate has been associated with unexpected serious harm to patients.There are also requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries. Sponsors of certainclinical trials of FDA-regulated products, including biologics such as gene and cellular therapy products, are required to register and disclose certain clinicaltrial information to NIH. Information related to the product, patient population, phase of investigation, study sites and investigators, and other aspects of theclinical trial is then made publicly available as part of the registration at www.clinicaltrials.gov. Sponsors are also obligated to disclose the results of theirclinical trials after completion. Disclosure of the results of these trials can be delayed until the new product or new indication being studied has beenapproved, up to a maximum of two years.Human therapeutic products based on gene-editing technology are a new category of therapeutics. Because this is a relatively new and expanding area ofnovel therapeutic interventions, there can be no assurance as to the length of the study period, the number of patients the FDA will require to be enrolled inthe trials in order to establish the safety, purity and potency for BLA products that are human gene editing therapeutics, or that the data generated in thesetrials will be acceptable to the FDA to support marketing approval.Concurrent with clinical trials, companies usually complete additional animal trials and must also develop additional information about the physicalcharacteristics of the product candidate as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP, and incertain cases, cGTP, requirements. To help reduce the risk of the introduction of adventitious agents with use of biological products, the PHS Act emphasizesthe importance of manufacturing control for products whose attributes cannot be precisely defined. The manufacturing process must be capable ofconsistently producing quality batches of the product candidate and, among other things, the sponsor must develop methods for testing the identity, strength,quality, potency and purity of the final product to support a BLA. Additionally, appropriate packaging must be selected and tested and stability studies mustbe conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.U.S. Review and Approval ProcessesAfter the completion of clinical trials of a biological product candidate (such as gene and cellular therapy products), FDA approval of a BLA must beobtained before commercial marketing of the product. The BLA must include results of product development, laboratory and animal trials, human trials,information on the manufacture and composition of the product, proposed labeling and other relevant information. In addition, under the Pediatric ResearchEquity Act (“PREA”), a BLA or supplement to a BLA, for a product candidate with certain novel characteristics must contain data to assess the safety andeffectiveness of the product candidate for the claimed28 indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safeand effective. The Food and Drug Administration Safety and Innovation Act of 2012 (“FDASIA”) requires that a sponsor who is planning to submit amarketing application for a biological product that includes a new active ingredient, new indication, new dosage form, new dosing regimen or new route ofadministration submit an initial Pediatric Study Plan (“PSP”) within sixty days after an end-of-Phase 2 meeting or as may be agreed between the sponsor andFDA. The initial PSP must include, among other things, an outline of the pediatric study or studies that the sponsor plans to conduct, including, to the extentpracticable, study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailedinformation, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies alongwith supporting information, along with any other information specified in FDA regulations. The FDA and the sponsor must reach agreement on the PSP. Asponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected fromnonclinical studies, early phase clinical trials, or other clinical development programs. The FDA may grant deferrals for submission of data or full or partialwaivers. Unless otherwise required by regulation, PREA does not apply to any biological product for an indication for which orphan designation has beengranted. The testing and approval processes require substantial time and effort and there can be no assurance that the FDA will accept the BLA for filing and,even if filed, that any approval will be granted on a timely basis, if at all.Under the Prescription Drug User Fee Act (“PDUFA”), as amended, each BLA must be accompanied by a user fee. The FDA adjusts the PDUFA user fees on anannual basis. Fee waivers or reductions are available in certain circumstances, including a waiver of the application fee for the first application filed by asmall business. Additionally, no user fees are assessed on BLAs for products designated as orphan drugs, unless the product also includes a non-orphanindication.Within 60 days following submission of the application, the FDA reviews the BLA to determine if it is substantially complete before the agency accepts it forfiling. The FDA may refuse to file any BLA that it deems incomplete or not properly reviewable at the time of submission, including for failure to payrequired fees, and may request additional information. In this event, the application must be resubmitted with the additional information. The resubmittedapplication also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantivereview of the BLA. The FDA reviews the application to determine, among other things, whether the proposed product is safe and effective (or, in the case ofbiological products, safe, pure and potent), and whether the product is being manufactured in accordance with cGMP, and in certain cases, cGTP,requirements to assure and preserve the product’s identity, safety, strength, quality, potency and purity. The FDA may refer applications for novel products orproducts that present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review,evaluation and a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by therecommendations of an advisory committee, but it considers such recommendations carefully when making decisions. During the FDA review and approvalprocess, the FDA also will determine whether a Risk Evaluation and Mitigation Strategy (“REMS”) is necessary to assure the safe use of the drug orbiological product candidate. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS; the FDA will not approve theapplication without a REMS, if required.Before approving a BLA, the FDA will inspect the facilities at which the product is manufactured. The FDA will not approve the product unless it determinesthat the manufacturing processes and facilities are in compliance with cGMP and, if applicable, cGTP requirements and adequate to assure consistentproduction of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites toassure that the clinical trials were conducted in compliance with IND study requirements and GCP requirements. To assure cGMP, cGTP and GCPcompliance, an applicant must incur significant expenditure of time, money and effort in the areas of training, record keeping, production, and qualitycontrol.Notwithstanding the submission of relevant data and information, the FDA may ultimately decide that the BLA does not satisfy its regulatory criteria forapproval and deny approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret thesame data. If the agency decides not to approve the BLA in its present form, the FDA will issue a complete response letter that usually describes all of thespecific deficiencies in the application identified by the FDA. The deficiencies identified may be minor, for example, requiring clarifying labeling changes,or major, for example, requiring product reformulation or additional29 clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in acondition for approval. If a complete response letter is issued, the applicant may either resubmit the application, addressing all of the deficiencies identifiedin the letter, challenge the determination set forth in the letter by requesting a hearing or withdraw the application.If a product receives regulatory approval, the approval may be significantly limited to specific diseases, dosages or patient subgroups or the indications foruse may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications,warnings, precautions or adverse events be included in the product labeling. The FDA may impose restrictions and conditions on product distribution,prescribing, or dispensing in the form of a REMS, or otherwise limit the scope of any approval. In addition, the FDA may require post marketing clinicaltrials, sometimes referred to as Phase IV clinical trials, designed to further assess a product’s safety and effectiveness, and testing and surveillance programs tomonitor the safety of approved products that have been commercialized.One of the performance goals agreed to by the FDA under the PDUFA VI (Fiscal Years 2018-2022) is to review 90 percent of BLAs in 10 months from the 60-day filing date, and 90 percent of priority BLAs in six months from the 60-day filing date, whereupon a review decision is to be made. The FDA does notalways meet its PDUFA goal dates for standard and priority BLAs and its review goals are subject to change with PDUFA reauthorization. The review processand the PDUFA goal date may be extended by three months if the FDA requests or the BLA sponsor otherwise provides additional information or clarificationregarding information already provided in the submission, also known as a Major Amendment, within the last three months before the PDUFA goal date.Orphan Drug DesignationThe FDA may grant Orphan Drug Designation to biological products, including cellular and gene therapy products, intended to treat a rare disease orcondition that affects fewer than 200,000 individuals in the U.S., or, if it affects more than 200,000 individuals in the U.S., when there is no reasonableexpectation that the cost of developing and marketing the product for this type of disease or condition will be recovered from sales in the U.S. Orphanproduct designation must be requested before submission of BLA. After the FDA grants orphan product designation, the identity of the therapeutic agent andits potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of theregulatory review and approval process.In the U.S., Orphan Drug Designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, taxadvantages and user-fee waivers. In addition, if a product receives the first FDA approval for the indication for which it has orphan designation, the product isentitled to orphan drug exclusivity, which means the FDA may not approve any other application to market the same drug for the same orphan indication fora period of seven years, except in limited circumstances, such as a showing of clinical superiority over the product with orphan exclusivity or where themanufacturer with orphan exclusivity is unable to assure sufficient quantities of the approved orphan designated product. Competitors, however, may receiveapproval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a differentindication for which the orphan product has exclusivity, which may permit off-label use for the orphan indication. Orphan product exclusivity also couldblock the approval of one of our products for seven years if a competitor obtains approval of the same drug or biological product as defined by the FDA forthe same orphan indication or if our product candidate is determined to be contained within the competitor’s product for the same indication or disease. If adrug or biological product designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not beentitled to orphan product exclusivity.Expedited Development and Review ProgramsIn the U.S. and the EU, as well as in other countries, there are a number of programs to expedite development, review and approval of products for serious orlife-threatening disease or condition that address an unmet medical need in the relevant regulatory jurisdiction. In the U.S., these FDA programs include FastTrack Designation, priority review, accelerated approval and breakthrough designation. Similar programs in the EU include accelerated assessment,conditional approval and PRIME, which stands for priority medicines.30 The FDA’s Fast Track program intends to expedite or facilitate the process for reviewing new drug and biological products that meet certain criteria.Specifically, new biological products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening disease or condition anddemonstrate the potential to address unmet medical needs for the disease or condition. Fast Track designation applies to the combination of the product andthe specific indication for which it is being studied. The sponsor of a new biologic, including gene and cellular therapy products, may request that the FDAdesignate the product as a Fast Track product at any time during the product’s clinical development, but ideally not later than the pre-BLA meeting. The FDAmay consider for review sections of the marketing application for a Fast Track product on a rolling basis before the complete application is submitted, if thesponsor provides a schedule for the submission of the sections of the application, the FDA agrees to accept sections of the application and determines that theschedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the application.In the U.S., any product is eligible for priority review if it treats a serious condition and, if approved, would provide a significant improvement in safety oreffectiveness of the treatment, prevention, or diagnosis of that condition. The FDA will attempt to direct additional resources to the evaluation of anapplication for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be eligible foraccelerated approval. Biological products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that providemeaningful therapeutic benefit over existing treatments may be eligible for accelerated approval, which means that they may be approved on the basis ofadequate and well-controlled clinical trials establishing that the product has an effect on a surrogate endpoint that is reasonably likely to predict a clinicalbenefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity or mortality or other clinical benefit, taking intoaccount the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA mayrequire that a sponsor of a product subject to accelerated approval perform adequate and well-controlled post-marketing clinical trials. In addition, the FDAcurrently requires as a condition for accelerated approval pre-approval of promotional materials, which could adversely impact the timing of the commerciallaunch of the product.In addition, under the provisions of the FDASIA, the FDA established a Breakthrough Therapy Designation, which is intended to expedite the developmentand review of products that treat serious or life-threatening diseases or conditions. A breakthrough therapy is defined as a drug or biological product that isintended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidenceindicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantialtreatment effects observed early in clinical development. The designation includes all of the features of Fast Track designation, as well as more intensive FDAinteraction and guidance. The Breakthrough Therapy Designation is a distinct status from both accelerated approval and priority review, but these can alsobe granted to the same product candidate if the relevant criteria are met. The FDA must take certain actions, such as holding timely meetings and providingadvice, intended to expedite the development and review of an application for approval of a breakthrough therapy. All requests for breakthrough therapydesignation will be reviewed within 60 days of receipt, and FDA will either grant or deny the request.Orphan designation, Fast Track designation, priority review, accelerated approval and breakthrough therapy designation do not change the standards forapproval but may expedite the development or approval process. Where applicable, we plan to request Fast Track and Breakthrough Therapy Designation forour product candidates. Even if we receive one or both of these designations for our product candidates, the FDA may later decide that our product candidatesno longer meet the conditions for qualification. In addition, these designations may not provide us with a material commercial advantage.Regenerative medicine advanced therapies (“RMAT”) designationAs part of the 21st Century Cures Act, the FD&C Act was amended to facilitate an efficient development program for, and expedite review of regenerativemedicine advanced therapies, which include cell and gene therapies, therapeutic tissue engineering products, human cell and tissue products, andcombination products using any such therapies or products. This program is intended to facilitate efficient development and expedite review of regenerativemedicine therapies, which are intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition and qualify for RMATdesignation. A drug sponsor may request that FDA designate a drug as a RMAT concurrently with or at any time after submission of an IND. FDA has 60calendar days to determine31 whether the drug meets the criteria, including whether there is preliminary clinical evidence indicating that the drug has the potential to address unmetmedical needs for a serious or life-threatening disease or condition. A BLA for a regenerative medicine therapy that has received RMAT designation may beeligible for priority review or accelerated approval through use of surrogate or intermediate endpoints reasonably likely to predict long-term clinical benefit,or reliance upon data obtained from a meaningful number of sites. Benefits of RMAT designation also include early interactions with FDA and for thosegranted accelerated approval post-approval requirements may be fulfilled through the submission of clinical evidence from clinical studies, patient registries,or other sources of real-world evidence, such as electronic health records; the collection of larger confirmatory data sets; or post-approval monitoring of allpatients treated with such therapy prior to its approval.Post-Approval RequirementsMaintaining substantial compliance with applicable federal, state, and local statutes and regulations and, as applicable, their counterparts in otherjurisdictions, requires the expenditure of substantial time and financial resources. Rigorous and extensive FDA regulation of biological products, includinggene and cellular therapy products, continues after approval, particularly with respect to cGMP requirements. We will rely, and expect to continue to rely, onthird parties for the production of clinical and commercial quantities of certain components of products that we may commercialize. Manufacturers of ourproducts are required to comply with applicable requirements in the cGMP regulations, including quality control, quality assurance and maintenance ofrecords and documentation. Other post-approval requirements applicable to biological products, include reporting of cGMP deviations that may affect theidentity, potency, purity and overall safety of a distributed product, record-keeping requirements, reporting of adverse effects, reporting updated safety andefficacy information, and complying with electronic record and signature requirements. After a BLA is approved, the product also may be subject to officiallot release. As part of the manufacturing process, the manufacturer is required to perform certain tests on each lot of the product before it is released fordistribution. If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of product to the FDA together with arelease protocol showing a summary of the history of manufacture of the lot and the results of all of the manufacturer’s tests performed on the lot. The FDAalso may perform certain confirmatory tests on lots of some products, such as viral vaccines, before releasing the lots for distribution by the manufacturer. Inaddition, the FDA conducts laboratory research related to the regulatory standards on the safety, purity, potency, and effectiveness of biological products,including gene and cellular therapy products.We also would have to comply with the FDA’s advertising and promotion requirements, such as those related to direct-to-consumer advertising, theprohibition 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 and social media platforms. Discovery ofpreviously unknown problems or the failure to comply with the applicable regulatory requirements may result in restrictions on the labeling or marketing of aproduct, imposition of a REMS or post-market study requirement 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 subjectan applicant or manufacturer to administrative or judicial civil or criminal sanctions and adverse publicity. FDA sanctions could include refusal to approvepending applications, withdrawal of an approval, clinical hold, warning or untitled letters, product recalls, product seizures, total or partial suspension ofproduction 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. Any agency or judicial enforcement action could have a material adverse effect on us.Biological product manufacturers and other entities involved in the manufacture and distribution of approved biological products, including gene andcellular therapy products, in the United States are required to register their establishments with the FDA and certain other federal and state agencies, and aresubject to periodic unannounced inspections by the FDA and certain other federal and state agencies for compliance with cGMP, and in certain cases, cGTP,requirements and other laws. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control tomaintain cGMP compliance. Discovery of problems with a product after approval may result in restrictions on a product, manufacturer, or holder of anapproved BLA, including withdrawal of the product from the market, as well as potential civil and criminal liability. In addition, changes to themanufacturing process or facility generally require prior FDA approval before being implemented and other types of changes to the approved product, suchas adding new indications and additional labeling claims, are also subject to further FDA review and approval.32 Biosimilars and ExclusivityThe Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “AffordableCare Act”), signed into law on March 23, 2010, includes a subtitle called the Biologics Price Competition and Innovation Act of 2009 (“BPCIA”), whichcreated an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological productin the United States. Starting in 2015, the FDA commenced licensing biosimilars under the BPCIA, and there are currently numerous biosimilars approved inthe U.S. and Europe. The FDA has issued several draft and final guidance documents outlining an approach to review and approval of biosimilars andinterchangeable biological products.The BPCIA also contains various provisions regarding exclusivity for reference and interchangeable products and procedures for sharing and litigatingpatents covering the reference product. The BPCIA, however, is complex and only beginning to be interpreted and implemented by the FDA. In addition,proposed legislation has sought to reduce the 12-year reference product exclusivity period. Other aspects of the BPCIA, some of which may impact theBPCIA exclusivity provisions, have also been the subject of recent litigation. As a result, the ultimate impact, implementation, and meaning of the BPCIA issubject to significant uncertainty.Additional RegulationIn addition to the foregoing, state and federal laws regarding environmental protection and hazardous substances, including the Occupational Safety andHealth Act, the Resource Conservancy and Recovery Act and the Toxic Substances Control Act, all affect our business. These and other laws govern our use,handling and disposal of various biological, chemical and radioactive substances used in, and wastes generated by, our operations. If our operations result incontamination of the environment or expose individuals to hazardous substances, we could be liable for damages and governmental fines. We believe that weare in material compliance with applicable environmental laws and that continued compliance therewith will not have a material adverse effect on ourbusiness. We cannot predict, however, how changes in these laws may affect our future operations.Other Healthcare LawsIn addition to FDA restrictions on marketing of biological products, other U.S. federal and state healthcare regulatory laws restrict business practices in thepharmaceutical industry, which include, but are not limited to, state and federal anti-kickback, false claims, data privacy and security, and physician paymenttransparency laws. The laws that may affect our ability to operate include: •the federal Anti-Kickback Statute, which prohibits, among other things, individuals or entities from knowingly and willfully soliciting, receiving,offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, toinduce, or in return for, either the referral of an individual, or the purchase, lease, order, arrangement for or recommendation of the purchase, lease,order, arrangement for any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program,such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the statute or specific intent toviolate it in order to have committed a violation. In addition, the Patient Protection and Affordable Care Act, or Affordable Care Act or ACA,provides that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulentclaim for purposes of the federal False Claims Act; •federal civil and criminal false claims laws, including, without limitation, the federal False Claims Act, and civil monetary penalty laws whichprohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval fromthe federal government, including Medicare, Medicaid and other government payors, that are false or fraudulent or knowingly making, using orcausing to be made or used a false record or statement material to a false or fraudulent claim or to avoid, decrease or conceal an obligation to paymoney to the federal government, or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money tothe federal government. A claim includes “any request or demand” for money or property presented to the U.S. federal government. Manufacturerscan be held liable under the FCA even when they do not submit claims directly to government payors if they are deemed to “cause” thesubmission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of thefederal government alleging violations of the FCA and to share in any monetary recovery;33 •the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which imposes criminal and civil liability for knowingly andwillfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulentpretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefitprogram, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or devicea material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services.Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violateit in order to have committed a violation; •HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respectiveimplementing regulations, which impose, among other things, requirements on certain covered healthcare providers, health plans, and healthcareclearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individuallyidentifiable health information, relating to the privacy, security and transmission of individually identifiable health information withoutappropriate authorization. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penaltiesdirectly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federalcourts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions; •the U.S. federal physician payment transparency requirements, sometimes referred to as the “Physician Payments Sunshine Act,” created under theAffordable Care Act, and their implementing regulations, which require manufacturers of drugs, devices, biologics and medical supplies for whichpayment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to theCenters for Medicare and Medicaid Services, information related to payments or other transfers of value made to physicians, other healthcareproviders, and teaching hospitals, as well as ownership and investment interests held by physicians, other healthcare providers, and theirimmediate family members; •federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harmconsumers; •the Foreign Corrupt Practices Act (“FCPA”) and other laws which prohibit improper payments or offers of payments to foreign governments andtheir officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business; •the Federal Food, Drug and Cosmetic Act, which prohibits, among other things, the commercialization of adulterated or misbranded of drugs andmedical devices and the Public Health Service Act, which prohibits, among other things, the commercialization of biological products unless abiologics license is in effect; and •analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketingarrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers,and may be broader in scope than their federal equivalents; state and foreign laws that require pharmaceutical companies to comply with thepharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government orotherwise restrict payments that may be made to healthcare providers; state and foreign laws that require drug manufacturers to report informationrelated to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreignlaws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant waysand often are not preempted by HIPAA, thus complicating compliance efforts.Because of the breadth of these laws and the limited statutory exceptions and safe harbors available, it is possible that some of our business activities couldbe subject to challenge under one or more of such laws.34 As of May 25, 2018, the General Data Protection Regulation (“GDPR”) regulates the collection and use of personal data in the EU. The GDPR covers anybusiness, regardless of its location, that provides goods or services to residents in the EU and, thus, could incorporate our activities in EU member states. TheGDPR imposes strict requirements on controllers and processors of personal data, including special protections for “sensitive information,” which includeshealth and genetic information of individuals residing in the EU. GDPR grants individuals the opportunity to object to the processing of their personalinformation, allows them to request deletion of personal information in certain circumstances, and provides the individual with an express right to seek legalremedies in the event the individual believes his or her rights have been violated. Further, the GDPR imposes strict rules on the transfer of personal data outof the EU to regions that have not been deemed to offer “adequate” privacy protections, such as the U.S. currently. Failure to comply with the requirements ofthe GDPR and the related national data protection laws of the EU member states, which may deviate slightly from the GDPR, may result in warning letters,mandatory audits and financial penalties, including fines of up to 4 percent of global revenues, or €20,000,000, whichever is greater. As a result of theimplementation of the GDPR, we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules.If our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject to penalties,including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, contractual damages, reputational harm, diminishedprofits and future earnings, the curtailment or restructuring of our operations, exclusion from participation in federal and state healthcare programs andindividual imprisonment, any of which could adversely affect our ability to operate our business and our financial results.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 ofcorporate compliance programs and reporting of payments or other transfers of value to healthcare professionals.Other Government RegulationIn addition to the healthcare laws and regulations in the U.S. and EU discussed above, we may be subject to a variety of regulations in these and otherjurisdictions governing, among other things, animal research, clinical studies, manufacture, marketing approval, and any commercial sales and distribution ofbiological products. Because biologically sourced raw materials are subject to unique contamination risks, their use may be restricted in some countries.Coverage and ReimbursementSignificant uncertainty exists as to the coverage and reimbursement status of any biological product for which we obtain regulatory approval. In the U.S. andmarkets in other countries, patients who are prescribed treatments for their conditions and providers performing the prescribed services generally rely onthird-party payors to reimburse all or part of the associated healthcare costs. Patients are unlikely to use our products unless coverage is provided andreimbursement is adequate to cover a significant portion of the cost of our products. Sales of any products for which we receive regulatory approval forcommercial sale will therefore depend, in part, on the availability of coverage and adequate reimbursement from third-party payors. Third-party payorsinclude government authorities, managed care providers, private health insurers and other organizations.In the U.S., no uniform policy of coverage and reimbursement for biological products, including gene and cellular therapy products, exists among third-partypayors. As a result, obtaining coverage and reimbursement approval for such a product from a government or other third-party payor is a time-consuming andcostly process that could require us to provide to each payor supporting scientific, clinical and cost-effectiveness data regarding the products’ clinicalbenefits and risks on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement will be obtained. Even if we obtain coverage for agiven product, the resulting reimbursement payment rates might not be adequate for us to achieve or sustain profitability or may require co-payments thatpatients find unacceptably high. Additionally, third-party payors may not cover, or provide adequate reimbursement for, long-term follow-up evaluationsrequired following the use of our gene-modifying products. Patients are unlikely to use, and health care providers may not prescribe, our product candidatesunless coverage is provided and reimbursement is adequate to35 cover a significant portion of the product’s cost to the patient. Because our product candidates may have a higher cost of goods than conventional therapies,and may require long-term follow up evaluations, the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may begreater. Moreover, increasing efforts by governmental and third-party payors in the U.S. and abroad to cap or reduce healthcare costs may cause suchorganizations to limit both coverage and the level of reimbursement for biological products and, as a result, they may not cover or provide adequate paymentfor our product candidates. In addition, we expect to experience pricing pressures in connection with the sale of any of our product candidates upon theirapproval due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, cost containment initiatives andadditional legislative changes. For these reasons, there is significant uncertainty related to coverage and reimbursement of our future products. It is difficultto predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates.Third‑party payors are increasingly reducing reimbursements for medical products and services. Additionally, the containment of healthcare costs hasbecome a priority of federal and state governments, and the prices of drugs have been a focus in this effort. The U.S. government, state legislatures and foreigngovernments have shown significant interest in implementing cost‑containment programs, including price controls, restrictions on reimbursement andrequirements for substitution of generic products. Adoption of price controls and cost‑containment measures, and adoption of more restrictive policies injurisdictions with existing controls and measures, could further limit our net revenue and results. Decreases in third‑party reimbursement for our products or adecision by a third‑party payor to not cover our products could reduce physician usage of the products and have a material adverse effect on our sales, resultsof operations and financial condition.The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, established the Medicare Part D program to provide a voluntaryprescription drug benefit to Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities thatprovide coverage of outpatient prescription drugs. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsorsare not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies which drugs it will cover and atwhat tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs,though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by apharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs may increase demand for products for which wereceive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the priceswe might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicarecoverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similarreduction in payments from non‑governmental payors.The American Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectiveness of different treatments forthe same illness. The plan for the research was published in 2012 by the Department of Health and Human Services, the Agency for Healthcare Research andQuality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures will be made to Congress.In addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governingdrug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinalproducts for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A memberstate 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 companyplacing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations forpharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in theEuropean Union do not follow price structures of the United States and generally prices tend to be significantly lower.36 Healthcare ReformIn the United States and some foreign jurisdictions, there have been, and likely will continue to be, a number of legislative and regulatory changes andproposed changes regarding the healthcare system directed at broadening the availability of healthcare, improving the quality of healthcare, and containingor lowering the cost of healthcare.For example, in March 2010, the ACA was enacted in the United States. The ACA includes measures that have significantly changed, and are expected tocontinue to significantly change, the way healthcare is financed by both governmental and private insurers. Among the provisions of the ACA of greatestimportance to the pharmaceutical industry are that the ACA: •made several changes to the Medicaid Drug Rebate Program, including increasing pharmaceutical manufacturers’ rebate liability by raisingthe minimum basic Medicaid rebate on most branded prescription drugs to 23.1% of average manufacturer price, or AMP, and adding a newrebate calculation for “line extensions” (i.e., new formulations, such as extended release formulations) of solid oral dosage forms of brandedproducts, as well as potentially impacting their rebate liability by modifying the statutory definition of AMP; •imposed a requirement on manufacturers of branded drugs to provide a 50% (70% as of January 1, 2019) point‑of‑sale discount off thenegotiated price of branded drugs dispensed to Medicare Part D beneficiaries in the coverage gap (i.e., “donut hole”) as a condition for amanufacturer’s outpatient drugs being covered under Medicare Part D; •extended a manufacturer’s Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed careorganizations; •expanded the entities eligible for discounts under the 340B Drug Discount Program; •established a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugsthat are inhaled, infused, instilled, implanted, or injected; •imposed an annual, nondeductible fee on any entity that manufactures or imports certain branded prescription drugs, apportioned amongthese entities according to their market share in certain government healthcare programs; •imposed new reporting requirements on drug manufacturers for payments made to physicians and teaching hospitals, as well as ownershipand investment interests held by physicians and their immediate family members. Failure to submit required information may result insignificant civil monetary penalties for all payments, transfers of value or ownership or investment interests that are not timely, accuratelyand completely reported in an annual submission; and •established a new Patient‑Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinicaleffectiveness research, along with funding for such research. The research conducted by the Patient‑Centered Outcomes Research Institutemay affect the market for certain pharmaceutical products. The ACA established the Center for Medicare and Medicaid Innovation withinCMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescriptiondrug spending. Funding has been allocated to support the mission of the Center for Medicare and Medicaid Innovation through 2019.Congress also could consider additional legislation to repeal, replace, or further modify elements of the ACA. Thus, the full impact of the ACA, or any lawreplacing elements of it, and the political uncertainty regarding any repeal and replacement on the ACA, on our business remains unclear.37 Additionally, there have been a number of proposed regulatory actions and legislative recommendations aimed at lowering prescription drug prices, and inSeptember 2018, CMS announced that it will allow Medicare Advantage Plans the option to use step therapy for Part B drugs beginning January 1,2019. There have also been several recent U.S. Congressional inquiries related to prescription drug prices.We cannot predict what healthcare reform initiatives may be adopted in the future. Further federal, state and foreign legislative and regulatory developmentsare likely, and we expect ongoing initiatives to increase pressure on drug pricing. Such reforms could have an adverse effect on anticipated revenues fromproduct candidates and may affect our overall financial condition and ability to develop product candidates.EmployeesAs of February 22, 2019, we had 211 full-time employees, 165 of whom were primarily engaged in research and development activities and 67 of whom havean M.D. or Ph.D. degree.Our Corporate InformationWe were incorporated under the laws of the state of Delaware in May 2014 under the name AZRN, Inc. Our principal executive offices are located at 40 ErieStreet Suite 130, Cambridge, Massachusetts 02139. Our telephone number is (857) 285-6200, and our website is located at www.intelliatx.com. References toour website are inactive textual references only and the content of our website should not be deemed incorporated by reference into this Annual Report onForm 10-K.Available InformationOur Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnishedpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge on our website located at www.intelliatx.com as soonas reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission (the “SEC”).The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding us and other issuers that fileelectronically with the SEC. The SEC’s Internet website address is http://www.sec.gov.A copy of our Corporate Governance Guidelines, Code of Conduct and Business Ethics and the charters of the Audit Committee, Compensation Committeeand Nominating and Corporate Governance Committee are posted on our website, www.intelliatx.com, under “Investor Relations”.Item 1A.Risk Factors Investing in our common stock involves a high degree of risk. Careful consideration should be given to the following risk factors, in addition to the otherinformation set forth in this Annual Report on Form 10-K for the year ended December 31, 2018 and in other documents that we file with the SEC, inevaluating the Company and our business. If any of the following risks and uncertainties actually occurs, our business, prospects, financial condition andresults of operations could be materially and adversely affected. The risks described below are not intended to be exhaustive and are not the only risks facingthe Company. New risk factors can emerge from time to time, and it is not possible to predict the impact that any factor or combination of factors may have onour business, prospects, financial condition and results of operations.38 Risks Related to the Discovery, Development and Commercialization of Product CandidatesCRISPR/Cas9 genome editing technology is not yet clinically validated for human therapeutic use. The approaches we are taking to discover and developnovel therapeutics using CRISPR/Cas9 systems are unproven and may never lead to marketable products. If we are unable to develop viable productcandidates, achieve regulatory approval for any such product candidate or market and sell any product candidates, we may never achieve profitability.We are focused on developing curative medicines utilizing the CRISPR/Cas9 genome editing technology, including in vivo therapies and engineered celltherapies. Although there have been significant advances in recent years in the fields of gene therapy, which typically involves introducing a copy of a geneinto a patient’s cell, and genome editing in recent years, in vivo CRISPR-based genome editing technologies are relatively new, and their therapeutic utilityis largely unproven. Similarly, even though cell therapy products have been developed and received regulatory approval in key jurisdictions, such as theUnited States (“U.S.”) and European Union (“EU”), no genome-edited engineered cell therapy has been approved, and the potential to successfully obtainapproval remains unproven.The CRISPR/Cas9 therapies, whether in vivo or engineered cell therapies, that we intend to develop have not yet been clinically tested by us, and we are notaware of any clinical trials for safety or efficacy having been completed by third parties involving these CRISPR/Cas9-based therapies. The scientificevidence to support the feasibility of developing in vivo products or engineered cell therapies based on the CRISPR/Cas9 technology is both preliminary andlimited. Successful development of products by us will require solving a number of issues, including developing or obtaining technologies to safely deliver atherapeutic agent into target cells within the human body or engineer human cells while outside of the body such that the modified cells can have atherapeutic effect when delivered to the patient, optimizing the efficacy and specificity of such products, and ensuring the therapeutic selectivity, efficacyand safety of such products. There can be no assurance we will be successful in solving any or all of these issues.We have principally concentrated our research efforts to date on bringing CRISPR/Cas9-based therapeutics to the clinic for various initial indications, andour future success is highly dependent on the successful development of CRISPR-based genome editing technologies, cellular delivery methods andtherapeutic applications for these indications. These indications are the principal focus of our initial development efforts, and we may decide to alter orabandon these programs as new data become available and we gain experience in developing CRISPR/Cas9-based therapeutics. We cannot be sure that ourCRISPR/Cas9 efforts and technologies will yield satisfactory products that are safe and effective, scalable or profitable in our selected indications or anyother indication we pursue.Public perception and related media coverage of potential therapy-related efficacy or safety issues, including adoption of new therapeutics or novelapproaches to treatment, as well as ethical concerns related specifically to genome editing and CRISPR/Cas9, may adversely influence the willingness ofsubjects to participate in clinical trials, or if any therapeutic is approved, of physicians and patients to accept these novel and personalized treatments.Physicians, health care providers and third-party payors often are slow to adopt new products, technologies and treatment practices, particularly those thatmay also require additional upfront costs and training. Physicians may not be willing to undergo training to adopt these novel and potentially personalizedtherapies, may decide the particular therapy is too complex or potentially risky to adopt without appropriate training, and may choose not to administer thetherapy. Further, due to health conditions, genetic profile or other reasons, certain patients may not be candidates for the therapies. In addition, responses bythe U.S., state or foreign governments to negative public perception, ethical concerns or financial considerations may result in new legislation, regulations, ormedical standards that could limit our ability to develop or commercialize any product candidates, obtain or maintain regulatory approval or otherwiseachieve profitability. Based on these and other factors, health care providers and payors may decide that the benefits of these new therapies do not or will notoutweigh their costs.39 Our ability to generate product revenue is dependent on the success of our application of CRISPR/Cas9 technology for human therapeutic use, which is atan early stage of development and will require significant additional discovery efforts, preclinical testing and clinical studies, as well as applicableregulatory guidance for preclinical testing and clinical studies from the FDA and other regulatory authorities, before we can seek regulatory approval andbegin commercial sales of any potential product candidates.Our ability to generate product revenue is highly dependent on our ability to obtain regulatory approval of and successfully commercialize one or more ofour product candidates. Any product candidates we discover will require preclinical and clinical activities and studies, regulatory review and approval ineach jurisdiction in which we intend to market the products, substantial investment, access to sufficient commercial manufacturing capacity and significantmarketing efforts before we can generate any revenue from product sales. Before obtaining marketing approval from regulatory authorities for the sale of aproduct candidate, we must conduct extensive clinical trials to demonstrate the safety, purity and potency, as well as the efficacy, of the product candidatesin humans. We cannot be certain that any of our product candidates will be successful in clinical trials and, even if successful, that we will receive regulatoryapproval.Our approach to developing therapies centers on using the CRISPR/Cas9 technology to alter, introduce or remove genetic information in vivo to treat variousdisorders, or to engineer human cells ex vivo to create therapeutic cells that can be introduced into the human body to address the underlying disease.Because these are new therapeutic approaches, discovering, developing and commercializing our product candidates subject us to a number of challenges,including: •obtaining regulatory approval from the FDA and other regulatory authorities that have very limited or no experience with the clinicaldevelopment of CRISPR/Cas9 therapeutics, and which may require additional significant testing or data compared to more traditionaltherapies; •seeking and obtaining regulatory approval from the FDA and other regulatory authorities in light of no formal guidance regarding potentialregulatory pathways for CRISPR/Cas9-based in vivo therapeutics, including preclinical and clinical requirements for clearance of anInvestigational New Drug (“IND”) and, as appropriate thereafter, a Biologics License Application (“BLA”), or corresponding applicationsoutside the U.S.; •educating medical personnel, including clinical investigators, and patients regarding the potential benefits and side effect profile of each ofour product candidates; •developing processes for the safe administration of these products, including long-term follow-up for all patients who receive treatment withany of our product candidates; •sourcing clinical and, if approved, commercial supplies for the materials used to manufacture and process our product candidates; •developing a manufacturing process and distribution network with a cost of goods that allows for an attractive return on investment; and •establishing sales and marketing capabilities in anticipation of, and after obtaining, any regulatory approval to gain market authorization.Additionally, because our in vivo technology potentially involves genome editing across multiple cell and tissue types, we are subject to many of thechallenges and risks that other genome editing therapeutics and gene therapies face, including: •regulatory guidance regarding the requirements governing gene and engineered cell therapy products have changed and may continue tochange in the future. To date, only a limited number of products that involve the in vivo genetic modification of patient cells have beenapproved globally; •improper insertion of a gene sequence into a patient’s chromosome could lead to cancer, other aberrantly functioning cells or other diseases,including death; •transient expression of the Cas9 protein within patients’ cells could lead to patients having an immunological reaction towards those cells,which could be severe or life-threatening;40 •corrective expression of a missing protein in patients’ cells could result in the protein being recognized as foreign, and lead to a sustainedimmunological reaction against the expressed protein or expressing cells, which could be severe or life-threatening; and •regulatory agencies may require extended follow-up observation periods of patients who receive treatment using genome editing products,including for example the FDA’s recommended 15-year follow-up observation period for these patients, and we will need to adopt suchobservation periods for our product candidates if required by the relevant regulatory agency.Further, because our ex vivo product candidates involve editing human cells and then manufacturing and delivering modified cells to patients, we are subjectto many of the challenges and risks that engineered cell therapies face. For example, clinical trials using engineered cell therapies may require uniqueproducts to be created for each patient and such individualistic manufacturing may be both inefficient and cost-prohibitive.To date, only a few human clinical trials utilizing either in vivo or ex vivo CRISPR/Cas9-based therapeutics have been authorized in the U.S. and EU memberstates. Further, only a limited number of human clinical trials for in vivo therapies or engineered cell therapies developed using other genome-editingtechnologies have been authorized by the FDA in the U.S. or by the relevant regulatory agencies in the EU member states. There is no certainty that the FDAor EMA will apply to CRISPR/Cas9 product candidates the same regulatory pathway and requirements it is applying to other in vivo therapies or ex vivoengineered cell therapeutics; and the FDA and other regulatory authorities have not yet provided written guidance regarding preclinical or clinical studies orregulatory approval pathways specific for either in vivo or ex vivo genome editing-based therapeutics. In addition, if any product candidates encounter safetyor efficacy problems, developmental delays, regulatory issues or other problems, our development plans and business could be significantly harmed. Further,competitors that are developing in vivo or ex vivo products with similar technology may experience problems with their product candidates or programs thatcould in turn cause us to identify problems with our product candidates and programs that would potentially harm our business.Also, significant uncertainty exists regarding the future scope and effect of the FDA’s regulatory framework, in particular relating to the review and approvalof human therapeutic products because the current U.S. administration and federal legislators have publicly declared their intention to modernize the currentlegal framework governing the FDA. Any such changes to the FDA requirements could impact our ability to obtain approval for our products or sell themprofitably. In addition, in the EU, the decision of the United Kingdom to withdraw, whether it happens or not, from the EU has required the EMA to relocateto the Netherlands, and recruit and retain new personnel to review and approve our submissions for regulatory approval in Europe. EMA’s relocation couldresult in delays and other changes that may impact our ability to obtain timely approval for our products in the EU. Also, upon exiting the EU, the UnitedKingdom may enact legislation related to the approval and oversight of human therapeutics in that nation. Until any such legislation is enacted, we will beuncertain as to its effects on our business, including our ability to seek and obtain approval for our products in the United Kingdom.In addition, during fiscal year 2017, non-commercial entities commenced human trials involving in vivo CRISPR/Cas9-based therapeutics in China. Neitherthese entities nor the Chinese regulatory agencies have shared publicly any information on the regulatory process for clinical trial approval includingspecific protocol requirements. Any specific requirement from the Chinese regulatory agencies may impact our ability to submit or obtain approval for ourproducts in China. Further, if these human trials are unsuccessful, or if they result in significant adverse events, including deaths, there could be a significantimpact to the evaluation of our product candidates globally, as well as an increase in negative public opinion.41 Results, including positive results, from our initial preclinical activities and studies are not necessarily predictive of our other ongoing and futurepreclinical and clinical studies, and they do not guarantee or indicate the likelihood of approval of any potential product candidate by the FDA, EMA orany other regulatory agency. If we cannot replicate the positive results from any of our preclinical or clinical activities and studies, we may be unable tosuccessfully develop, obtain regulatory approval for and commercialize any potential product candidate.There is a high failure rate, as well as potential substantial and unanticipated delays, for product candidates progressing through preclinical and clinicalstudies. Even if we are able to successfully complete our ongoing and future preclinical and clinical activities and studies for any potential productcandidate, we may not be able to replicate, or may have to engage in significant efforts and resource and time investments to replicate, any positive resultsfrom these or any other studies in any of our future preclinical and clinical trials, and they do not guarantee approval of any potential product candidate bythe FDA, EMA or any other necessary regulatory authorities in a timely manner or at all. Companies in the pharmaceutical and biotechnology industries havecommonly suffered significant setbacks or delays in clinical studies after achieving positive results in early stage development, and we cannot be certain thatwe will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made before, during and after clinical studieswere underway, or observations regarding the lack of safety or efficacy made in clinical studies, which could include new or previously unreported adverseevents. In addition, regulatory delays or rejections may be encountered as a result of many factors, including changes in the relevant laws, regulations orregulatory policy during the period of product development.Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their productcandidates performed satisfactorily in such studies nonetheless failed to obtain FDA, EMA or other necessary regulatory agency approval. If we fail to obtainresults in our on-going, planned and future preclinical and clinical activities and studies sufficient to meet the requirements of the relevant regulatoryagencies, the development timeline and regulatory approval and commercialization prospects for any potential product candidate, and, correspondingly, ourbusiness and financial prospects, would be materially adversely affected.Negative public opinion and increased regulatory scrutiny of CRISPR/Cas9 use, genome editing or gene therapy generally may damage public perceptionof the safety of any product candidates that we develop and adversely affect our ability to conduct our business or obtain regulatory approvals for suchproduct candidates.Gene therapy in general, and genome editing in particular, remain novel technologies, with only a limited number of gene therapy products approved to datein the U.S. and EU. Public perception may be influenced by claims that gene therapy or genome editing, including the use of CRISPR/Cas9, is unsafe orunethical, or carries an undue risk of side effects, such as improper insertion of a gene sequence into a patient’s chromosome could lead to cancer, and genetherapy or genome editing may not gain the acceptance of the public or the medical community. In particular, our success will depend upon physicians whospecialize in the treatment of diseases targeted by our product candidates prescribing treatments that involve the use of our product candidates in lieu of, orin addition to, existing treatments with which they are more familiar and for which greater clinical data may be available. In addition, responses by the U.S.,state or foreign governments to negative public perception or ethical concerns may result in new legislation or regulations that could limit our ability todevelop or commercialize any product candidates, obtain or maintain regulatory approval or otherwise achieve profitability. More restrictive statutoryregimes, government regulations or negative public opinion would have an adverse effect on our business, financial condition, results of operations andprospects and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop. Forexample, earlier gene therapy trials led to several well-publicized adverse events, including cases of leukemia and death. Serious adverse events such as thesein our clinical trials, or other clinical trials involving gene therapy or genome editing products or our competitors’ products, even if not ultimatelyattributable to the relevant product candidates, and the resulting publicity could result in increased government regulation, unfavorable public perception,potential regulatory delays in the testing or approval of our product candidates, stricter labeling requirements for those product candidates that are approvedand a decrease in demand for any such product candidate. In addition, the use of the technology by third party in areas that are not being pursued by theCompany, such as for targeting and editing of embryonic cells, could adversely impact public and governmental perceptions regarding the ethics and risks ofthe CRISPR/Cas9 technology and lead to social or legal changes that could limit our ability to apply the technology to develop human therapies addressingdisease. For example, recent reports of the use of CRISPR/Cas9 in China to edit embryos in utero has generated and may continue to create negative publicperception about the use of the technology in humans. Negative public and governmental perception of the technology, or additional governmentalregulation of our technologies, could also adversely affect our stock price or our ability to enter into revenue generating collaborations or obtain additionalfunding from the public markets.42 Inconclusive results, lack of efficacy, adverse events or additional safety concerns in clinical trials that we or others conduct may impede the regulatoryapproval process or overall market acceptance of our future product candidates.Therapeutic applications of genome editing technologies, and CRISPR/Cas9 in particular, for both in vivo products and in engineered cell therapies, areunproven and must undergo rigorous clinical trials and regulatory review before receiving marketing authorization. If the results of our clinical studies orthose of any other third parties, including with respect to genome editing technology or engineered cell therapies, are inconclusive, fail to show efficacy or ifsuch clinical trials give rise to safety concerns or adverse events, we may: •be delayed in obtaining marketing approval for our future product candidates, if at all; •obtain approval for indications or patient populations that are not as broad as intended or desired; •obtain approval with labeling that includes significant use or distribution restrictions or safety warnings; •be subject to the addition of labeling statements, such as warnings or contraindications, or other types of regulatory restrictions or scrutiny; •be subject to changes in the way the product is administered; •be required to perform additional clinical studies to support approval or be subject to additional post-marketing testing requirements; •have regulatory authorities modify or withdraw their legal requirements or written guidance, if any, regarding the applicable regulatoryapproval pathway or any approval of the product in question, or impose restrictions on its distribution in the form of a modified REMS; •be sued; or •experience damage to our reputation.Additionally, our future product candidates could potentially cause other adverse events that have not yet been predicted and the potentially permanentnature of genome editing effects, including CRISPR/Cas9’s effects, on genes or novel cell therapies in the organs of the human body may make these adverseevents irreversible. The inclusion of critically ill patients in our clinical studies or those of our competitors may result in deaths or other adverse medicalevents, including those due to other therapies or medications that such patients may be using. Any of these events could prevent us from achieving ormaintaining regulatory approval or market acceptance of our future product candidates and impair our ability to achieve profitability.Clinical development involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs or experience delays incompleting, or ultimately be unable to complete, the development and commercialization of any product candidates.All of our lead programs are still in the discovery or preclinical stage, and their risk of failure is high. It is impossible to predict when or if any of our programswill prove effective and safe in humans or will receive regulatory approval. Before obtaining marketing approval from regulatory authorities for the sale ofany product candidate, we must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of any ofour future product candidates in humans. Preclinical and clinical testing is expensive, difficult to design and implement, can take many years to completeand is uncertain as to outcome. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful,and a clinical trial can fail at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of laterclinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinical and clinical data are often susceptible tovarying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies andclinical trials have nonetheless failed to obtain marketing approval of their products.Successful completion of clinical trials is a prerequisite to submitting an BLA to the FDA, a Marketing Authorization Application to the EMA and similarfilings to comparable foreign regulatory authorities, for each product candidate and, consequently, the ultimate approval and commercial marketing of anyproduct candidates. We do not know whether any of our clinical trials will begin or be completed on schedule, if at all.43 We may experience delays in completing our preclinical studies and initiating or completing clinical trials. We also may experience numerous unforeseenevents during, or as a result of, any future clinical trials that we could conduct, which could delay or prevent our ability to receive marketing approval orcommercialize our product candidates, including: •regulators, institutional review boards (“IRB”s) or ethics committees may not authorize us or our investigators to commence a clinical trial orconduct a clinical trial at a prospective trial site; •we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective contractresearch organizations (“CRO”s), the terms of which can be subject to extensive negotiation and may vary significantly among differentCROs and trial sites; •clinical trials of any product candidates may fail to show safety or efficacy, produce negative or inconclusive results and we may decide, orregulators may require us, to conduct additional preclinical studies or clinical trials or we may decide to abandon product developmentprograms; •the number of patients required for clinical trials of any product candidates may be larger than we anticipate, enrollment in these clinicaltrials may be lower than required by the regulatory agencies or slower than we anticipate, or participants may drop out of these clinical trialsor fail to return for post-treatment follow-up at a higher rate than we anticipate; •our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, orat all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that we add new clinical trial sites orinvestigators; •we may elect to, or regulators, IRBs or ethics committees may require that we or our investigators, suspend or terminate clinical research ortrials for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed tounacceptable health risks; •the cost of preclinical studies and clinical trials of any product candidates may be greater than we anticipate; •the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may beinsufficient or inadequate; •our product candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators,IRBs or ethics committees to suspend or terminate the trials, or reports may arise from preclinical or clinical testing of other gene therapies orgenome editing-based therapies that raise safety or efficacy concerns about our product candidates; and •the FDA or other regulatory authorities may require us to submit additional data, such as long-term toxicology studies, or impose otherrequirements before permitting us to initiate or rely on a clinical trial.We could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs of the institutions in which such trials are being conducted, theData Safety Monitoring Board (“DSMB”) for such trial or FDA or other regulatory authorities. Such authorities may impose such a suspension or terminationdue to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection ofthe clinical trial operations or trial site by FDA or other regulatory authorities resulting in the imposition of a clinical hold, manufacturing or quality controlissues, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product or treatment, failure to establish or achieveclinically meaningful trial endpoints, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinicaltrial. 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 ofregulatory approval of our product candidates. Further, the FDA or other regulatory authorities may disagree with our clinical trial design and ourinterpretation of data from clinical trials, or may change the requirements for approval even after they have reviewed and commented on the design for ourclinical trials.Our product development costs will increase if we experience delays in clinical testing or marketing approvals. We do not know whether any of ourpreclinical studies or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant preclinical orclinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates and may44 allow our competitors to bring products to market before we do, potentially impairing our ability to successfully commercialize our product candidates andharming our business and results of operations. Any delays in our preclinical or future clinical development programs may harm our business, financialcondition and prospects significantly.We face significant competition in an environment of rapid technological change. The possibility that our competitors may achieve regulatory approvalbefore we do or develop therapies that are more advanced or effective than ours may harm our business and financial condition or our ability tosuccessfully market or commercialize our product candidates.The biotechnology and pharmaceutical industries, including the genome editing field and engineered cell therapies, are characterized by rapidly changingtechnologies, significant competition and a strong emphasis on intellectual property. We face substantial competition from many different sources, includinglarge and specialty pharmaceutical and biotechnology companies, academic research institutions, government agencies and public and private researchinstitutions.Competitors in our efforts to provide genetic therapies to patients can be grouped into at least three sets based on their product discovery platforms: •genome editing companies focused on CRISPR/Cas9 including: Beam Therapeutics Inc., Caribou Biosciences, Inc., Casebia Therapeutics,LLC, CRISPR Therapeutics, Inc., Editas Medicine, Inc., ToolGen, Inc., and Tracr Hematology Limited; •other genome editing companies including: bluebird bio, Inc., Cellectis S.A., Homology Medicines, Inc., Poseida, Inc., PrecisionBioSciences, Inc. and Sangamo Therapeutics, Inc.; and •gene therapy companies developing in vivo or ex vivo therapies, such as cell therapies, including: bluebird bio, Inc., Cellectis S.A., CelgeneCorporation (which acquired Juno Therapeutics, Inc.), Gilead Sciences, Inc. (which acquired Kite Pharma, Inc.), Novartis A.G., SparkTherapeutics, Inc., and Voyager Therapeutics, Inc.Our competitors will also include companies that are or will be developing other genome editing methods as well as small molecules, biologics, in vivo genetherapies, engineered cell therapies (both autologous and allogeneic) and nucleic acid-based therapies for the same indications that we are targeting with ourCRISPR/Cas9-based therapeutics.Any advances in gene therapy, engineered cell therapies or genome editing technology made by a competitor may be used to develop therapies that couldcompete against any of our product candidates. Many of these competitors have substantially greater research and development capabilities and financial,scientific, technical, intellectual property, manufacturing, marketing, distribution and other resources than we do, and we may not be able to successfullycompete with them.To become and remain profitable, we must discover, develop and eventually commercialize product candidates with significant market potential, which willrequire us to be successful in a range of challenging activities. These activities can include completing preclinical studies and clinical trials of productcandidates, obtaining marketing approval for product candidates, manufacturing, marketing and selling products that are approved and satisfying any post-marketing requirements. Even if we are successful in selecting and developing any product candidates, in order to compete successfully we may need to befirst-to-market or demonstrate that our CRISPR/Cas9-based products are superior to therapies based on the same or different treatment methods. If we are notfirst-to-market or are unable to demonstrate such superiority, any products for which we are able to obtain approval may not be commercially successful.Furthermore, in certain jurisdictions, if a competitor has orphan drug status for a product and if our product candidate is determined to be contained withinthe scope of a competitor’s orphan drug exclusivity, then approval of our product for that indication or disease could potentially be blocked, for example, forup to seven years in the U.S. and 10 years in the EU.We may never succeed in any or all of these activities and, even if we do, we may never generate revenues that are significant or large enough to achieveprofitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become andremain profitable would decrease the value of the Company and could impair our ability to raise capital, maintain our research and development efforts,expand our business or continue our operations.45 If we experience delays or difficulties in the enrollment of patients in clinical trials, our ability to complete clinical trials or our receipt of necessaryregulatory approvals could be delayed or prevented.We may not be able to initiate or continue clinical trials for any future product candidates if we are unable to locate and enroll a sufficient number of eligiblepatients to participate in these trials as required by the FDA or similar regulatory authorities outside the U.S. If patients are unwilling to participate in ourclinical studies because of concerns about, or negative publicity from, adverse events in the genome editing, gene therapy or engineered cell therapy fields,the novel nature of the CRISPR/Cas9 genome editing technology, the irreversibility of the effects of CRISPR/Cas9 or for other reasons, includingcompetitive clinical studies for similar patient populations, then the timeline for recruiting patients, conducting studies and obtaining regulatory approval ofpotential products may be delayed. These delays could result in increased costs, delays in advancing our product development, delays in testing theeffectiveness of our technology or termination of the clinical studies altogether. In addition, any patients who would otherwise be eligible for clinical trialsthat we may hold may instead enroll in clinical trials of product candidates of our competitors.Patient enrollment is affected by other factors including: •the size, location and nature of the patient population; •the severity of the disease under investigation; •the patient eligibility criteria for the study in question; •the perceived risks and benefits of the product candidate under study; •the design of the clinical trial; •the availability of alternative treatments; •our payments for conducting clinical trials; •the patient referral practices of physicians; •the ability to monitor patients adequately during and after treatment; and •the proximity and availability of clinical trial sites for prospective patients.Our inability to enroll a sufficient number of patients for clinical trials would result in significant delays and could require us to abandon one or more clinicaltrials altogether. Enrollment delays in clinical trials may result in increased development costs for any of our potential future product candidates, whichwould cause the value of the Company to decline and limit our ability to obtain additional financing. Furthermore, we expect to rely on CROs and clinicaltrial sites to ensure the proper and timely conduct of our clinical trials, and, while we expect to enter into agreements governing their committed activities, wewill have limited influence over their actual performance.Research and development of biopharmaceutical products is inherently risky. We may not be successful in our efforts to use and enhance our genomeediting technology to create a pipeline of product candidates, obtain regulatory approval and develop commercially successful products, or we mayexpend our limited resources on programs that do not yield a successful product candidate and fail to capitalize on potential product candidates ordiseases that may be more profitable or for which there is a greater likelihood of success. If we fail to develop product candidates, our commercialopportunity, if any, will be limited.Although we have selected an initial product candidate for clinical development for our TTR program, we are at an early stage of development and ourtechnology and approach has not yet led, and may never lead, to any product candidate appropriate for clinical development or any approved orcommercially successful products. Even if we are successful in building our pipeline of product candidates, completing clinical development, obtainingregulatory approvals and commercializing product candidates will require substantial additional funding and are prone to the risks of failure inherent intherapeutic product development. Investment in biopharmaceutical product development involves significant risk that any potential product candidate willfail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval, or become commercially viable.46 We cannot provide any assurance that we will be able to successfully advance any product candidates that we discover through the research process. Ourresearch programs may initially show promise, yet fail to yield product candidates for clinical development or commercialization for many reasons, includingthe following: •our technology and approach may not be successful in identifying product candidates for clinical development and commercialization; •we may not be able or willing to assemble sufficient resources to acquire or discover product candidates for clinical development andcommercialization; •animal or other non-human models for the targeted disease may not be appropriate or available to conduct preclinical testing; •testing in preclinical models may not be predictive of human clinical testing results because species have distinct genomic sequences thatmay require the use of species-specific guides and reagents; •our product candidates may not succeed in preclinical or clinical testing; •our planned risk mitigation strategy for selecting our initial indications may fail or we may not be able to efficiently apply learnings from ourinitial development programs to future development programs; •we may be unable to optimize the therapeutic efficiency, specificity, or selectivity of our future product candidates; •our therapeutic delivery systems may fail so that even a product candidate with therapeutic activity might not demonstrate a clinicallymeaningful therapeutic effect; •a product candidate may not demonstrate in patients the biological, chemical and pharmacological properties identified in laboratory andpreclinical studies, or they may interact with human biological systems in unforeseen, ineffective or even harmful ways; •a product candidate may on further study not replicate the results from earlier studies or be shown to have harmful side effects or othercharacteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria; •the therapeutic effect of a product candidate may not be permanent and may diminish over time; •a single treatment course may not be sufficient for a cure or therapeutic benefit, and it may take several treatment courses for the product tobe effective; •our product candidates may not be sufficiently well-tolerated for repeat treatments necessary for maximum effectiveness; •a well-defined and achievable pathway to regulatory approval may never materialize for a specific product candidate; •competitors may develop alternatives that render our product candidates obsolete, redundant or less attractive; •product candidates we develop may be covered by third-party or other exclusive rights or may not receive desired regulatory exclusivity, andwe may be unable to maintain, expand or protect our intellectual property rights; •the market for a product candidate may change during our program so that the continued development of that product candidate is no longerreasonable; •a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; •we may be unable to successfully maintain existing collaborations or licensing arrangements or enter into new ones throughout thedevelopment process as appropriate; and •a product candidate may not be accepted as safe and effective by physicians, patients, hospitals, third-party payors and others in the medicalcommunity.47 If any of these events occur, we may be forced to abandon our development efforts for a product candidate, program or programs, or we may not be able toidentify, discover, develop or commercialize product candidates, which would have a material adverse effect on our business and could potentially cause usto cease operations.Because we have limited financial and managerial resources, we are initially focused on specific research programs. As a result, we may fail to capitalize onother viable commercial products or profitable market opportunities, be required to forego or delay pursuit of opportunities with other product candidates orother diseases that may later prove to have greater commercial potential, or relinquish valuable rights to such product candidates through collaboration,licensing or other royalty arrangements in cases in which it would have been advantageous for us to retain sole development and commercialization rights.For additional information regarding the factors that will affect our ability to achieve revenue from product sales, see the risk factor entitled “We have nevergenerated any revenue from product sales and our ability to generate revenue from product sales and become profitable depends significantly on our successin a number of factors.”If we do not successfully develop and commercialize product candidates based upon our approach, we will not be able to obtain product revenue in futureperiods, which likely would result in significant harm to our financial position and adversely affect our stock price. Further, our current focus onCRISPR/Cas9 technology for developing products as opposed to multiple, more proven technologies for product development increases the risk associatedwith our business. If we are not successful in developing a product candidate using CRISPR/Cas9 technology, we may not be able to successfully implementan alternative product development strategy.Even if we obtain regulatory approval of any product candidates, such candidates may not gain market acceptance among physicians, patients, hospitals,third-party payors and others in the medical community.The use of the CRISPR/Cas9 system as a framework for developing genome editing-based therapies is a recent development and may not become broadlyaccepted by physicians, patients, hospitals, third-party payors and others in the medical community. A variety of factors will influence whether our productcandidates are accepted in the market, including, for example: •the clinical indications for which our product candidates are approved; •the potential and perceived advantages of our product candidates over alternative treatments; •the incidence and severity of any side effects, including any unintended DNA changes; •product labeling or product insert requirements of the FDA or other regulatory authorities; •limitations or warnings contained in the labeling approved by the FDA or other regulatory authorities; •the timing of market introduction of our product candidates; •availability or existence of competitive products; •the cost of treatment in relation to alternative treatments; •the amount of upfront costs or training required for health care providers to administer our product candidates; •the availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities; •patients’ ability to access physicians and medical centers capable of delivering any therapies that we develop; •the willingness of patients to pay out of pocket in the absence of coverage and reimbursement by third-party payors and governmentauthorities; •the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;48 •relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; •any restrictions on the use of our product candidates together with other medications; •interactions of our product candidates with other medicines patients are taking; •potential adverse events for any products developed, or negative interactions with regulatory agencies, by us or others in the gene therapyand genome editing fields; and •the effectiveness of our sales and marketing efforts and distribution support.Even if our products achieve market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies areintroduced that are more favorably received than our products, are more cost effective or render our products obsolete. In addition, adverse publicity due tothe ethical and social controversies surrounding the therapeutic in vivo use of CRISPR/Cas9, gene edited modified cells, or other therapeutics mediums, suchas viral vectors that we may use in our clinical trials may limit market acceptance of our product candidates. If our product candidates are approved but fail toachieve market acceptance among physicians, patients, hospitals, third-party payors or others in the medical community, we will not be able to generatesignificant revenue.If, in the future, we are unable to establish sales, marketing and distribution capabilities or enter into agreements with third parties to sell, market anddistribute products based on our technologies, we may not be successful in commercializing our products if and when any product candidates or therapiesare approved and we may not be able to generate any revenue.We do not currently have a sales, marketing or distribution infrastructure and, as a company, have no experience in the sale, marketing or distribution oftherapeutic products. To achieve commercial success for any approved product candidate for which we retain sales and marketing responsibilities, we mustbuild our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. In the future, wemay choose to build a focused sales and marketing infrastructure to sell, or participate in sales activities with our collaborators for, some of our productcandidates if they are approved.There are risks involved with both establishing our own sales and marketing capabilities and entering into arrangements with third parties to perform theseservices. For example, recruiting and training a sales force is expensive and time consuming and could delay any product launch. If the commercial launch ofa product candidate for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would haveprematurely or unnecessarily incurred these commercialization expenses. This may be costly and our investment would be lost if we cannot retain orreposition our sales and marketing personnel.Factors that may inhibit our efforts to commercialize our product candidates on our own include: •our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel; •the inability of sales personnel to obtain access to physicians or persuade adequate numbers of physicians to prescribe any future productcandidates that we may develop; •the lack of complementary treatments to be offered by sales personnel, which may put us at a competitive disadvantage relative to companieswith more extensive product lines; •the location of patients in need of our product candidates and the treating physicians who may prescribe the products; and •unforeseen costs and expenses, as well as legal and regulatory requirements, associated with creating and operating a sales and marketingorganization.49 If we enter into arrangements with third parties to perform sales, marketing and distribution services, our product revenue or the profitability to us from theserevenue streams is likely to be lower than if we were to market and sell any product candidates that we develop ourselves. In addition, we may not besuccessful in entering into arrangements with third parties to sell and market our product candidates or may be unable to do so on terms that are favorable tous. We likely will have little control over such third parties and any of them may fail to devote the necessary resources and attention to sell and market ourproduct candidates effectively. If we do not establish sales and marketing capabilities successfully, either on our own or in collaboration with third parties,we may not be successful in commercializing our product candidates. Further, our business, results of operations, financial condition and prospects will bematerially adversely affected.Coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, if approved, which could make itdifficult for us to sell any product candidates or therapies profitably.The success of our product candidates, if approved, depends on the availability of adequate coverage and reimbursement from third-party payors, includinggovernment agencies. In addition, because our product candidates represent new approaches to the treatment of genetic-based diseases, we cannot be surethat coverage and reimbursement will be available for, or accurately estimate the potential revenue from, our product candidates or assure that coverage andreimbursement will be available for any product that we may develop.Patients who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with theirtreatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors arecritical to new product acceptance.Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which drugs and treatments theywill cover and the amount of reimbursement. Coverage and reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination that use of a product is: •a covered benefit under its health plan; •safe, effective and medically necessary; •appropriate for the specific patient; •cost-effective; and •neither experimental nor investigational.In the U.S., no uniform policy of coverage and reimbursement for products exists among third-party payors. As a result, obtaining coverage andreimbursement approval of a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide toeach payor supporting scientific, clinical and cost-effectiveness data for the use of our products on a payor-by-payor basis, with no assurance that coverageand adequate reimbursement will be obtained. Even if we obtain coverage for a given product, the resulting reimbursement payment rates might not beadequate for us to achieve or sustain profitability or may require co-payments that patients find unacceptably high. Additionally, third-party payors may notcover, or provide adequate reimbursement for, long-term follow-up evaluations required following the use of our gene-modifying products. Patients areunlikely to use our product candidates unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our productcandidates. Because our product candidates may have a higher cost of goods than conventional therapies, and may require long-term follow up evaluations,the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may be greater. There is significant uncertainty related toinsurance coverage and reimbursement of newly approved products. It is difficult to predict at this time what third-party payors will decide with respect to thecoverage and reimbursement for our product candidates.Moreover, increasing efforts by governmental and third-party payors in the U.S. and abroad to cap or reduce healthcare costs may cause such organizations tolimit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for ourproduct candidates. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managedhealthcare, the increasing influence of health maintenance organizations, cost containment initiatives and additional legislative changes.50 We intend to seek approval to market our product candidates in both the U.S. and in selected foreign jurisdictions. If we obtain approval in one or moreforeign jurisdictions for our product candidates, we will be subject to rules and regulations in those jurisdictions. In some foreign countries, particularly thosein the EU (and in the UK if and when it exits the EU), the pricing of pharmaceutical products, including biologics, is subject to governmental control andother market regulations which could put pressure on the pricing and usage of our product candidates. In these countries, pricing negotiations withgovernmental authorities can take considerable time after obtaining marketing approval of a product candidate. In addition, market acceptance and sales ofour product candidates will depend significantly on the availability of adequate coverage and reimbursement from third-party payors for our productcandidates and may be affected by existing and future health care reform measures.In vivo genome editing products and ex vivo engineered cell therapies based on CRISP-Cas9 genome editing technology are novel and may be complexand difficult to manufacture. We could experience manufacturing problems that result in delays in the development or commercialization of our productcandidates or otherwise harm our business.The manufacturing process used to produce CRISPR/Cas9-based in vivo and engineered cell therapy product candidates may be complex, as they are noveland have not been validated for clinical and commercial production. Several factors could cause production interruptions, including equipmentmalfunctions; facility unavailability or contamination; raw material cost, shortages or contamination; natural disasters; disruption in utility services; humanerror; insufficient personnel; inability to meet legal or regulatory requirements; or disruptions in the operations of our suppliers.Our product candidates, that are regulated as biologics, will require processing steps that are more complex than those required for most small moleculedrugs. Moreover, unlike small molecules, the physical and chemical properties of a complex product such as ours generally cannot be fully characterized. Asa result, assays of the finished product or relevant components may not be sufficient to ensure that the product will perform in the intended manner.Accordingly, we will employ multiple steps to control the manufacturing process to ensure that the process works and the product candidate is made strictlyand consistently in compliance with the process. Problems with the manufacturing process, even minor deviations from the normal process, could result inproduct defects or manufacturing failures that result in lot failures, product recalls, product liability claims and litigation, insufficient inventory orproduction interruption. We may encounter problems achieving adequate quantities and quality of clinical grade materials that meet FDA, EMA or otherapplicable standards or specifications with consistent and acceptable production yields and costs.In addition, the FDA, the EMA and other foreign regulatory authorities may require us to submit samples of any lot of any approved product together with theprotocols showing the results of applicable tests at any time. Under some circumstances, the FDA, the EMA or other foreign regulatory authorities mayrequire that we not distribute a lot until the relevant agency authorizes its release. Slight deviations in the manufacturing process, including those affectingquality attributes and stability, may result in unacceptable changes in the product that could result in lot failures, product recalls or production interruption.Lot failures, product recalls or production interruption could cause us to delay product launches or clinical trials, which could be costly to us and otherwiseharm our business, financial condition, results of operations and prospects. Problems in our manufacturing process could restrict our ability to meet marketdemand for our products.We also may encounter problems hiring and retaining the experienced scientific, quality-control and manufacturing personnel needed to operate ourmanufacturing processes, which could result in delays in production or difficulties in maintaining compliance with applicable regulatory requirements.Any problems in our manufacturing process or facilities could make us a less attractive collaborator for potential partners, including larger pharmaceuticalcompanies and academic research institutions, which could limit our access to additional attractive development programs.51 Our internal computer systems, or those of our collaborators or other contractors or consultants, may fail or suffer security breaches, which could result ina material disruption of our operations and development efforts.We are increasingly dependent upon information technology systems, infrastructure, and data to operate our business. In the ordinary course of business, wecollect, store, and transmit large amounts of confidential information (including but not limited to 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. Wealso have outsourced elements of our operations to third parties, and as a result we manage a number of third-party vendors who may or could have access toour confidential information. Our third-party collaborators also have access to large amounts of confidential information relating to our operations, includingour research and development efforts. The size and complexity of our information technology systems, and those of third-party vendors and collaborators,and the large amounts of confidential information stored on those systems, make such systems potentially vulnerable to service interruptions or systemsfailures, or to security breaches from inadvertent or intentional actions by our employees, third-party vendors, and/or business partners, or from cyber-attacksby malicious third parties. Cyber-attacks are increasing in their frequency, sophistication, and intensity, and have become increasingly difficult to detect.Cyber-attacks could include the deployment of harmful malware, denial-of-service attacks, social engineering, “phishing” scams and other means to affectservice reliability and threaten the confidentiality, integrity, and availability of information. Significant disruptions of these information technology systemsor security breaches could adversely affect our business operations and/or result in the loss, misappropriation, and/or unauthorized access, use, or disclosureof, or the prevention of access to, confidential information (including but not limited to trade secrets or other intellectual property, proprietary businessinformation, and personal information), and could result in financial, legal, business, and reputational harm to us and would adversely affect our operations,including our discovery and research and development programs. For example, any such event that leads to unauthorized access, use, or disclosure ofpersonal information, including personal information regarding our employees of future clinical trial participants, could harm our reputation, require us tocomply with federal and/or state breach notification laws and foreign law equivalents, and otherwise subject us to liability under laws and regulations thatprotect the privacy and security of personal information. Also, the loss of preclinical or clinical trial data from completed or future preclinical or clinicaltrials, respectively, could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extentthat any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential orproprietary information, we could incur liability, our competitive position could be harmed and the further development and commercialization of ourproduct candidates could be delayed. Security breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may leadto increased harm of the type described above. While we have implemented security measures to protect our information technology systems andinfrastructure, there can be no assurance that such measures will prevent service interruptions or security breaches that could adversely affect our business.Risks Related to Our Financial Position and need for Additional CapitalWe have never generated any revenue from product sales and our ability to generate revenue from product sales and become profitable dependssignificantly on our success in a number of areas.We have no products approved for commercial sale, have not generated any revenue from product sales, and do not anticipate generating any revenue fromproduct sales until sometime after we have received regulatory approval for the commercial sale of a product candidate that we discover. Our ability togenerate revenue and achieve and retain profitability depends significantly on our success in many areas, including: •selecting commercially viable product candidates and effective delivery methods; •completing research, preclinical and clinical development of product candidates; •obtaining regulatory approvals and marketing authorizations for product candidates for which we complete clinical trials;52 •developing a sustainable and scalable manufacturing process for product candidates, including establishing and maintaining commerciallyviable supply relationships with third parties and potentially establishing our own manufacturing capabilities and infrastructure; •launching and commercializing product candidates for which we obtain regulatory approvals and marketing authorizations, either directly orwith a collaborator or distributor; •accurately assessing the size and addressability of potential patient populations; •obtaining market acceptance of our product candidates as viable treatment options; •addressing any competing technological and market developments; •negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter or which may be necessary for usto develop, manufacture or commercialize our product candidates; •maintaining good relationships with our collaborators and licensors; •maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; •avoiding infringement of or obtaining licenses to any valid intellectual property owned or controlled by third parties; and •attracting, hiring and retaining qualified personnel.Even if one or more product candidates that we discover and develop are approved for commercial sale, we anticipate incurring significant costs associatedwith commercializing any approved product candidate and the timing of such costs may be out of our control. Our expenses could increase beyondexpectations if we are required by the FDA or other regulatory agencies, domestic or foreign, to change our manufacturing processes or assays, or to performclinical, nonclinical or other types of additional studies. If we are successful in obtaining regulatory approvals to market one or more product candidates, ourrevenue will be dependent, in part, upon the size of the markets in the territories for which we gain regulatory approval, the accepted price for the product, theability to get reimbursement at any price and whether we own the commercial rights for that territory. If the number of our addressable disease patients is notas significant as we estimate, the indication approved by regulatory authorities is narrower than we expect or the reasonably accepted population fortreatment is narrowed by competition, physician choice or treatment guidelines, we may not generate significant revenue from sales of such products, even ifapproved. If we are not able to generate revenue from the sale of any approved products, we may never become profitable.Our limited operating history may make difficult the evaluation of business’ success to date and assessment of our future viability.We are a preclinical-stage company. We were founded and commenced operations in mid-2014. Our operations to date have been limited to organizing andstaffing our company, business and scientific planning, raising capital, acquiring and developing technology, identifying potential product candidates,undertaking research and early preclinical studies of potential product candidates for ourselves and collaborators, and evaluating a clinical path for ourpipeline programs. All of our product candidates are still in the preclinical development stage. We have not yet demonstrated our ability to successfullyinitiate any clinical trials, including large-scale, pivotal clinical trials, obtain marketing approvals, manufacture commercial scale therapeutics, or arrange fora third party to do so on our behalf, or conduct sales and marketing activities necessary for successful commercialization. Our ability to generate productrevenue or profits, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventualcommercialization of our product candidates, which may never occur. We may never be able to develop or commercialize a marketable product.53 Each of our programs may require additional discovery research and then preclinical and clinical development, regulatory approval in multiple jurisdictions,obtaining manufacturing supply, capacity and expertise, building of a commercial organization, substantial investment and significant marketing effortsbefore we generate any revenue from product sales. In addition, our product candidates must be approved for marketing by the FDA or certain other foreignregulatory agencies, including the EMA, before we may commercialize any product.Our limited operating history, particularly in light of the rapidly evolving genome editing field, may make it difficult to evaluate our current business andpredict our future performance. Our relatively short history as an operating company makes any assessment of our future success or viability subject tosignificant uncertainty. We will encounter risks and difficulties frequently experienced by very early stage companies in rapidly evolving fields. If we do notaddress these risks successfully, our business will suffer.We have incurred net losses in each period since our inception, anticipate that we will continue to incur net losses in the future and may never achieveprofitability.We are not profitable and have incurred losses in each period since our inception. Our net loss was $85.3 million for the year ended December 31, 2018. As ofDecember 31, 2018, we had an accumulated deficit of $201.0 million. We expect these losses to increase as we continue to incur significant research anddevelopment and other expenses related to our ongoing operations, seek regulatory approvals for our future product candidates, scale-up manufacturingcapabilities, maintain, expand and protect our intellectual property portfolio and hire additional personnel to support the development of our productcandidates and to enhance our operational, financial and information management systems.A critical aspect of our strategy is to invest significantly in our technology to improve the efficacy and safety of potential product candidates that wediscover. Even if we succeed in discovering, developing and ultimately commercializing one or more of these product candidates, we will continue to incurlosses for the foreseeable future relating to our substantial research and development expenditures to develop our technologies. We may encounterunforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losseswill depend, in part, on the rate of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have had andwill continue to have an adverse effect on our stockholders’ equity and working capital. Further, the net losses we incur may fluctuate significantly fromquarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our futureperformance.We may need to raise substantial additional funding to fund our operations. If we fail to obtain additional financing, we may be unable to complete thedevelopment and commercialization of any product candidates.Our operations have required substantial amounts of cash since inception, and we expect to spend substantial amounts of our financial resources on ourdiscovery programs going forward and future development efforts. Before obtaining marketing approval from regulatory authorities for the sale of anyproduct candidate, we must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of any of ourfuture product candidates in humans. Because preclinical and clinical testing is expensive and can take many years to complete, we may require additionalfunding to complete these undertakings. Further, if we are able to identify product candidates that are eventually approved, we will require significantadditional amounts in order to launch and commercialize our product candidates. For the foreseeable future, we expect to continue to rely on additionalfinancing to achieve our business objectives.We will require additional capital for the further development and commercialization of any product candidates and may need to raise additional fundssooner if we choose to expand more rapidly than we presently anticipate or due to other unanticipated factors.54 We cannot be certain that additional funding will be available on acceptable terms, or at all. We have no committed source of additional capital and if we areunable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue thedevelopment or commercialization of our product candidates or other research and development initiatives. Our collaboration and license agreements mayalso be terminated if we are unable to meet the payment or other obligations under the agreements. We could be required to seek collaborators for productcandidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available or relinquish or licenseon unfavorable terms our rights to product candidates in markets where we otherwise would seek to pursue development or commercialization ourselves.Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our commonstock to decline.Raising additional capital may cause dilution to our stockholders and restrict our operations.We will need additional capital in the future to continue our planned operations. To the extent that we raise additional capital through the sale of equity orconvertible debt securities, the ownership interest of our existing stockholders may be diluted, and the terms of these securities may include liquidation orother preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involveagreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expendituresor declaring dividends.Unfavorable national or global economic conditions or political developments could adversely affect our business, financial condition or results ofoperations.Our results of operations could be adversely affected by general conditions in the national or global economy and financial markets. For example, politicalunrest and global financial crises can cause extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn,political unrest or additional global financial crises could result in a variety of risks to our business, including weakened demand for our products, ifapproved, or our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our suppliers,possibly resulting in supply disruption. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economicclimate, further political developments and financial market conditions could adversely impact our business.Inadequate funding for the FDA and other government agencies could hinder their ability to hire and retain key leadership and other personnel, preventnew products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normalbusiness functions on which the operation of our business may rely, which could negatively impact our business.The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, abilityto hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency havefluctuated in recent years as a result. In addition, government funding of other government agencies on which our operations may rely, including those thatfund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary governmentagencies, which would adversely affect our business. For example, over the last several years, including beginning on December 22, 2018, the U.S.government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and othergovernment employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timelyreview and process our regulatory submissions, which could have a material adverse effect on our business.55 Risks Related to Our Reliance on Third PartiesOur technological advancements and any potential for revenue may be derived in part from our collaborations with Novartis and Regeneron, and if eitherof these collaboration agreements were to be terminated or materially altered, our business, financial condition, results of operations and prospects wouldbe harmed.In December 2014, we entered into a collaboration agreement with Novartis regarding the discovery of new CRISPR/Cas9-based therapies principally usingchimeric antigen receptor T cells (“CAR-Ts”) and hematopoietic stem cells (“HSCs”). Under the Novartis collaboration agreement, we received a commitmentto advance multiple programs. Pursuant to the Novartis agreement, we granted Novartis exclusive rights to further develop and commercialize productsarising out of the CAR-T cell program during the research term. Regarding HSCs, we are jointly advancing multiple programs with Novartis and have agreedto a process for assigning development and ownership rights, which may enable us to develop our own proprietary HSC pipeline. In December 2018, weexpanded our collaboration agreement with Novartis to include discovery of CRISPR/Cas9-based therapies using certain limbal stem cells primarily againstselected gene targets by Novartis.In April 2016, we entered into a collaboration agreement with Regeneron that includes a product component to research, develop and commercializeCRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver as well as a technology collaboration component, pursuant towhich we and Regeneron will engage in research and development activities aimed at discovering and developing novel technologies and improvements toCRISPR/Cas9 technology to enhance our genome editing platform. Pursuant to the Regeneron collaboration agreement, we granted Regeneron exclusiverights to select up to 10 targets, subject to certain restrictions, while we retain the rights to solely develop our initial indications, other than ATTR, which issubject to a co-development and co-promotion agreement with Regeneron. We also have the right to choose additional liver targets for our owndevelopment during the collaboration term. In July 2018, we entered into the first co-development and co-promotion agreement directed to ATTR, underwhich we will be the clinical and commercial lead for ATTR activities.Either Novartis or Regeneron may change its strategic focus or pursue alternative technologies in a manner that results in reduced, delayed or no revenue tous. Each of Novartis and Regeneron has a variety of marketed products and product candidates either by itself or under collaboration with other companies,including some of our competitors, and the respective corporate objectives of Novartis or Regeneron may not be consistent with our best interests. If either ofour collaboration partners fails to develop, obtain regulatory approval for or ultimately commercialize any product candidate from the development programsgoverned by the respective collaboration agreement in the applicable territories, or if either of our collaboration partners breaches or terminates ourcollaboration with it, our business, financial condition, results of operations and prospects could be harmed. In addition, any material alteration of thecollaboration agreements, or dispute or litigation proceedings we may have with either Novartis or Regeneron in the future could delay developmentprograms, create uncertainty as to ownership of or access to intellectual property rights, distract management from other business activities and generatesubstantial expense.Our existing and future collaborations will be important to our business. If we are unable to maintain any of these collaborations, or if thesecollaborations are not successful, our business could be adversely affected.We have limited capabilities for product discovery and development and do not yet have any capability for sales, marketing or distribution. Accordingly, wehave entered, and plan to enter, into collaborations with other companies, including our therapeutic-focused collaboration agreements with Novartis andRegeneron, that we believe can provide such capabilities. These therapeutic-focused collaborations provide us with important technologies and funding forour programs and technology, and we expect to receive additional technologies and funding under these and other collaborations in the future. Our existingtherapeutic collaborations, and any future collaborations we enter into, may pose a number of risks, including the following: •collaborators have significant discretion in determining the efforts and resources that they will apply; •collaborators may not perform their obligations as expected; •collaborators may dispute the amounts of payments owed;56 •collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may electnot to continue or renew development or commercialization programs or license arrangements based on clinical trial results, changes in thecollaborators’ strategic focus or available funding, or external factors, such as a strategic transaction that may divert resources or createcompeting priorities; •collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a productcandidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing; •collaborators could develop independently, or with third parties, products that compete directly or indirectly with our products and productcandidates if the collaborators believe that the competitive products are more likely to be successfully developed or can be commercializedunder terms that are more economically attractive than ours; •product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidatesor products, which may cause collaborators to cease to devote resources to the development or commercialization of our product candidates; •collaborators may fail to comply with applicable legal and regulatory requirements regarding the development, manufacture, sale,distribution or marketing of a product candidate or product; •collaborators with sale, marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may notcommit sufficient resources to the sale, marketing and distribution of such product or products; •disagreements with collaborators, including disagreements over proprietary rights, contract interpretation, payment obligations or thepreferred course of discovery, development, sales or marketing, might cause delays or terminations of the research, development orcommercialization of product candidates, might lead to additional and burdensome responsibilities for us with respect to product candidates,or might result in litigation or arbitration, any of which would be time-consuming and expensive; •collaborators may not properly maintain or defend their or our relevant intellectual property rights or may use our proprietary information insuch a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us topotential litigation and liability; •collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; •if a collaborator of ours is involved in a business combination or cessation, the collaborator might deemphasize or terminate thedevelopment or commercialization of any product candidate licensed to it by us; and •collaborations may be terminated by the collaborator, and, if terminated, we could be required to raise additional capital to pursue furtherdevelopment or commercialization of the applicable product candidates.If our therapeutic collaborations do not result in the successful discovery, development and commercialization of products or if one of our collaboratorsterminates its agreement with us, we may not receive any future research funding or milestone or royalty payments under the collaboration. If we do notreceive the funding we expect under these agreements, our development and commercialization of our technology and product candidates could be delayedand we may need additional resources to develop product candidates and our technology. All of the risks relating to product discovery, development,regulatory approval and commercialization described in this report also apply to the activities of our therapeutic collaborators.Additionally, if one of our collaborators terminates its agreement with us, we may find it more difficult to attract new collaborators and our perception in thebusiness and financial communities could be adversely affected.57 For some of our programs, we may in the future determine to collaborate with pharmaceutical and biotechnology companies for discovery, development andpotential commercialization of therapeutic products. We face significant competition in seeking appropriate collaborators because, for example, third-partieshave comparable rights to the CRISPR/Cas9 system or similar genome editing technologies. Our ability to reach a definitive agreement for a collaborationwill depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaborationand the proposed collaborator’s evaluation of a number of factors. If we are unable to reach agreements with suitable collaborators on a timely basis, onacceptable terms, or at all, we may have to curtail discovery efforts or the development of a product candidate, reduce or delay its development program orone or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase ourexpenditures and undertake development or commercialization activities at our own expense. If we elect to fund and undertake discovery, development orcommercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptableterms or at all. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary discovery, development andcommercialization activities, we may not be able to further develop our product candidates, bring them to market or continue to develop our technology andour business may be materially and adversely affected.We expect to rely in part on third parties to manufacture our clinical product supplies, and we intend to rely on third parties for at least a portion of themanufacturing process of our product candidates, if approved. Our business could be harmed if the third parties fail to provide us with sufficient quantitiesof product inputs or fail to do so at acceptable quality levels or prices or fail to meet legal and regulatory requirements.We do not currently own any facility that may be used as our clinical-scale manufacturing and processing facility and must eventually rely on outsidevendors to manufacture supplies and process our product candidates. We have not yet caused any product candidates to be manufactured or processed on acommercial scale and may not be able to do so for any of our product candidates. We will make changes as we work to optimize the manufacturing process,and we cannot be sure that even minor changes in the process will result in therapies that are safe, potent or effective.The facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA or other foreign regulatory agenciespursuant to inspections that will be conducted after we submit an application to the FDA or other foreign regulatory agencies. We will be dependent on ourcontract manufacturing partners for compliance with legal and regulatory requirements for manufacture, including current good manufacturing practice(“cGMP”), and in certain cases, current good tissue practice (“cGTP”), requirements of our product candidates. If our contract manufacturers cannotsuccessfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA or other regulatory authorities, theywill not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, we have no control over the ability of ourcontract manufacturers to maintain adequate quality control, quality assurance and qualified personnel, particularly as we increase the scale of ourmanufactured material. If the FDA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our productcandidates or if it withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact ourability to develop, obtain regulatory approval for or market our product candidates, if approved.We will rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expecteddeadlines or comply with legal and regulatory requirements, we may not be able to obtain regulatory approval of or commercialize any potential productcandidates.We will depend upon third parties, including independent investigators, to conduct our clinical trials under agreements with universities, medicalinstitutions, CROs, strategic partners and others. We expect to have to negotiate budgets and contracts with CROs and trial sites, which may result in delaysto our development timelines and increased costs.We will rely heavily on third parties over the course of our clinical trials, and, as a result, will have limited control over the clinical investigators and limitedvisibility into their day-to-day activities, including with respect to their compliance with the approved clinical protocol and other legal, regulatory andscientific standards. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol and legal,regulatory and scientific standards, and our reliance on third parties does not relieve us of our legal58 responsibilities. We and these third parties are required to comply with good clinical practice (“GCP”) requirements, which are regulations and guidelinesenforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCPrequirements through periodic inspections of trial sponsors, clinical investigators and trial sites. If we or any of these third parties fail to comply withapplicable GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatoryauthorities may require us to suspend or terminate these trials or perform additional preclinical studies or clinical trials before approving our marketingapplications. We cannot be certain that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCPrequirements. In addition, our clinical trials must be conducted with product produced under cGMP, and in certain cases, cGTP, requirements and may requirea large number of test patients.Our failure or any failure by these third parties to comply with these requirements or to recruit a sufficient number of patients may require us to repeat clinicaltrials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates applicable federal,state or local, as well as foreign, laws and regulations, such as the fraud and abuse or false claims laws and regulations or privacy and security laws.Any third parties conducting our future clinical trials will not be our employees and, except for remedies that may be available to us under our agreementswith such third parties, we cannot control whether they devote sufficient time and resources to our ongoing preclinical, clinical, and nonclinical programs.These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinicaltrials or other product development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out theircontractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain iscompromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayedor terminated and we may not be able to complete development of, obtain regulatory approval of or successfully commercialize our product candidates. As aresult, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generaterevenue could be delayed.If any of our relationships with these third-party CROs or others terminate, we may not be able to enter into arrangements with alternative CROs or other thirdparties or to do so on commercially reasonable terms. Switching or adding additional CROs involves additional cost and requires management time andfocus. In addition, the transition to a new CRO may result in delays, which can materially impact our ability to meet our desired clinical developmenttimelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges or delays inthe future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects.Risks Related to Employee Matters and Managing GrowthWe expect to expand our research, development, manufacturing, clinical and regulatory capabilities, and, as a result, we may encounter difficulties inhiring capable personnel and otherwise managing our growth, which could disrupt our operations.We expect to experience growth in the number of our employees and the scope of our operations, including the areas of technology research, productdevelopment and manufacturing, clinical, regulatory and quality affairs and, if any product candidates are submitted for or receive marketing approval, sales,marketing and distribution. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financialsystems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, the significantcompetition for qualified employees in our market and industry, and the limited experience of our management team in managing a company with suchanticipated growth, we may not be able to recruit and train additional qualified personnel or to otherwise effectively manage the expansion of our operations.The expansion of our operations may lead to significant costs, and may divert our management and business development resources. Any inability to managegrowth could delay the execution of our business and development plans or disrupt our operations.59 Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.We are highly dependent on the research and development, clinical, legal, financial and business development expertise of John M. Leonard, M.D., ourPresident and Chief Executive Officer, Glenn Goddard, our Executive Vice President and Chief Financial Officer, José E. Rivera, our Executive VicePresident, General Counsel, and Andrew Schiermeier, our Executive Vice President, Development and Corporate Strategy, as well as the other principalmembers of our management, scientific and clinical teams. Although we have entered into employment arrangements with our executive officers, each ofthem may terminate their employment with us at any time. We do not maintain “key person” insurance for any of our executives or other employees.Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be important for our success. The loss of theservices of our executive officers or other key employees could impede the achievement of our research, development and commercialization objectives andseriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult andmay take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required tosuccessfully develop, gain regulatory approval of and commercialize products using our technology. Competition to hire from this limited pool is intense,and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical andbiotechnology companies, universities and research institutions for similar personnel. The market for qualified personnel in the biotechnology spacegenerally, and genome editing and gene therapy fields in particular, in and around the Cambridge, Massachusetts area is especially competitive. In addition,we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development andcommercialization strategies. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting oradvisory contracts with other entities that may limit their availability to us. Further, some of the qualified personnel that we hire and recruit are not U.S.citizens, and there is uncertainty with regard to their future employment status due to the current U.S. administration’s announced intention of modifying thelegal framework for non-U.S. citizens to be employed in the U.S. If we are unable to continue to attract and retain high quality personnel, our ability to pursueour growth strategy will be limited.Risks Related to Government RegulationWhile the regulatory framework for approval of gene therapy including genome editing products exists, the lack of specific guidance and precedent forgenome-edited products makes the regulatory approval process potentially more unpredictable and we may experience significant delays in the clinicaldevelopment and regulatory approval, if any, of our product candidates.The research, testing, manufacturing, labeling, approval, selling, import, export, marketing and distribution of drug products, including biologics, are subjectto extensive regulation by the FDA in the U.S. and other regulatory authorities. We are not permitted to market any drug or biological product, including invivo products or engineered cell therapies, in the U.S. until we receive regulatory approval from the FDA. We have not previously submitted a BLA to theFDA, or similar approval filings to comparable foreign authorities. A BLA must include extensive preclinical and clinical data and supporting information toestablish that the product candidate is safe and effective or, for biological products, safe, pure and potent for each desired indication. The application mustalso include significant information regarding the chemistry, manufacturing and controls for the product, and the manufacturing facilities must complete asuccessful pre-approval inspection by the FDA, or applicable foreign authority, prior to the approval or licensure of the product. We expect the novel natureof our product candidates to create further challenges in obtaining regulatory approval. For example, the FDA has not approved any nuclease edited celltherapies for human therapeutic use. The FDA may also require a panel of experts, referred to as an Advisory Committee, to deliberate on the adequacy of thesafety and efficacy data to support approval. The opinion of the Advisory Committee, although not binding, may have a significant impact on our ability toobtain approval of any product candidates that we develop based on the completed clinical trials. Moreover, while we are not aware of any specific genetic orbiomarker diagnostic tests for which regulatory approval would be necessary in order to advance any of our product candidates to clinical trials or potentialcommercialization, in the future regulatory agencies may require the development and approval of such tests. Accordingly, the regulatory approval pathwayfor such product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained.60 In addition, clinical trials can be delayed or terminated for a variety of reasons, including delays or failures related to: •obtaining and maintaining regulatory authorization to conduct a trial, if applicable; •the availability of financial resources to begin and complete the planned trials; •reaching agreement on acceptable terms with prospective CROs, clinical trial sites and clinical investigators, the terms of which can besubject to extensive negotiation and may vary significantly among different CROs and trial sites; •obtaining approval at each clinical trial site by an independent IRB; •recruiting suitable patients to participate in a trial in a timely manner; •having patients complete a trial or return for post-treatment follow-up; •clinical trial sites deviating from trial protocol, not complying with GCP requirements or dropping out of a trial; •addressing any patient safety concerns that arise during the course of a trial; •addressing any conflicts with new or existing laws or regulations; •adding new clinical trial sites; or •manufacturing qualified materials under cGMP regulations for use in clinical trials.Patient enrollment is a significant factor in the timing of clinical trials and is affected by many factors. Further, a clinical trial may be suspended or terminatedby us, the IRBs for the institutions in which such trials are being conducted, the DSMB for such trial or the FDA or other regulatory authorities due to anumber of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of theclinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues oradverse side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack ofadequate funding to continue the clinical trial. If we experience termination of, or delays in the completion of, any clinical trial of product candidates, thecommercial prospects for our product candidates will be harmed, and our ability to generate product revenue will be impaired. In addition, any delays incompleting any clinical trials will increase our costs, slow down our product development and approval process and jeopardize our ability to commenceproduct sales and generate revenue.Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtainingregulatory approval of product candidates in other jurisdictions.Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintainregulatory approval in any other jurisdiction, but a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on theregulatory approval process in others. For example, even if the FDA grants marketing approval of a product candidate, comparable regulatory authorities inforeign jurisdictions must also authorize the manufacturing, marketing and sale of the product candidate in those countries. Approval procedures vary amongjurisdictions and can involve requirements and administrative review periods different from those in the U.S., including additional preclinical studies orclinical trials as clinical studies conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictionsoutside the U.S., a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price thatwe are allowed to charge for our products is also subject to approval.Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for usand could delay or prevent the introduction of our products in certain countries. If we fail to comply with the regulatory requirements in international marketsor to receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential of our product candidateswill be harmed.61 Even if we receive regulatory approval of any product candidates or therapies, we will be subject to ongoing regulatory obligations and continuedregulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirementsor experience unanticipated problems with our product candidates.If any of our product candidates are approved, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, distribution,storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies and submission of safety, potency, efficacy and other post-market information, including both federal and state requirements in the U.S. and requirements of comparable foreign regulatory authorities. In addition, wewill be subject to continued compliance with cGMP and GCP, and in certain cases, cGTP, requirements for any clinical trials that we conduct post-approval.Manufacturers and manufacturers’ facilities are required to comply with extensive FDA and comparable foreign regulatory authority requirements, includingensuring that quality control and manufacturing procedures conform to cGMP and, in certain cases, cGTP requirements. As such, we and our contractmanufacturers will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any BLA, othermarketing applications, and previous responses to inspection observations. Accordingly, we and others with whom we work must continue to expend time,money, and effort in all areas of regulatory compliance, including manufacturing, production and quality control.Any regulatory approvals that we receive for our product candidates may be subject to limitations on the approved indicated uses for which the product maybe marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase IV clinical trials andsurveillance to monitor the safety and efficacy of the product candidate. The FDA may also require a REMS program as a condition of approval of ourproduct candidates, which could entail requirements for long-term patient follow-up, a medication guide, physician communication plans or additionalelements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or acomparable foreign regulatory authority approves our product candidates, we will have to comply with legal or regulatory requirements includingsubmissions of safety and other post-marketing information and reports and registration.The FDA may seek to impose consent decrees or withdraw approval if compliance with regulatory requirements and standards is not maintained or ifproblems occur after the product reaches the market. Later discovery of previously unknown problems with our product candidates, including adverse eventsof unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements,may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks;or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things: •restrictions on the marketing or manufacturing of our products, withdrawal of the product from the market or voluntary or mandatory productrecalls; •fines, warning 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 oflicense 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 FDA strictly regulates marketing, labeling, advertising, and promotion of products that are placed on the U.S. market. Products may be promoted only forthe approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulationsprohibiting the promotion of off-label uses and a company that is found to have improperly promoted off-label uses may be subject to significant liability.The policies of the FDA and of other regulatory authorities may change and additional government regulations may be enacted that could prevent, limit ordelay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from futurelegislation or administrative or executive action, either in the U.S. or abroad. For example, certain policies of the current or future U.S. administration mayimpact our business and industry. Namely, the current administration has taken, or may take,62 several executive actions, including the issuance of a number of executive orders, that could impose significant burdens on, or otherwise materially delay, theFDA’s ability to engage in routine regulatory and oversight activities such as implementing statutes through rulemaking and issuance of guidance. It isdifficult to predict how any of these rules or requirements will be implemented, and the extent to which they will impact the FDA’s ability to exercise itsregulatory authority. If these executive actions impose constraints on FDA’s ability to engage in oversight and implementation activities in the normalcourse, our business may be negatively impacted. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirementsor policies, or if we are not able to maintain regulatory and legal compliance, we may lose any marketing approval that we may have obtained and we maynot achieve or sustain profitability.Healthcare cost control initiatives, including healthcare legislative and regulatory reform measures, may have a material adverse effect on our businessand results of operations.The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that couldprevent or delay marketing approval of our product candidates or any future product candidates, restrict or regulate post-approval activities and affect ourability to profitably sell any product for which we obtain marketing approval. Changes in regulations, statutes or the interpretation of existing regulationscould impact our business in the future by requiring, for example: (i) changes to our manufacturing arrangements; (ii) additions or modifications to productlabeling; (iii) additional regulation or restrictions on pricing and reimbursement; (iv) changes to private or governmental insurance practices; (v) the recall ordiscontinuation of our products; or (vi) additional record-keeping requirements. If any such changes were to be imposed, they could adversely affect theoperation of our business.Third-party payors, whether domestic or foreign, or governmental or commercial, are developing increasingly sophisticated methods of controllinghealthcare costs. In both the U.S. and certain foreign jurisdictions, there have been, and are expected to continue to be, a number of legislative and regulatorychanges to the health care system that could impact our ability to sell our products profitably. In the U.S., however, significant uncertainty exists regardingthe provision and financing of health care because the current administration and federal legislators have publicly declared their intention to significantlymodify the current legal and regulatory framework for the health care system but details have not been agreed upon or disclosed.Current legislation at the U.S. federal and state levels seeks to reduce healthcare costs and improve the quality of healthcare. In March 2010, the AffordableCare Act was enacted, which substantially changed the way health care is financed by both governmental and private insurers, and significantly impacted theU.S. pharmaceutical and biotechnology industry. The Affordable Care Act, among other things, subjects biologic products to potential competition by lower-cost biosimilars, addresses a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugsthat are inhaled, infused, instilled, implanted or injected, increases the minimum Medicaid rebates owed by most manufacturers under the Medicaid DrugRebate Program, extends the Medicaid Drug Rebate program to utilization of prescriptions of individuals enrolled in Medicaid managed care organizations,subjects manufacturers to new annual fees and taxes for certain branded prescription drugs and biologic agents and provides incentives to programs thatincrease the federal government’s comparative effectiveness research. At this time, the full effect that the Affordable Care Act would have on our businessremains unclear. Further, significant uncertainty exists regarding the future scope and effect of the Affordable Care Act because the current administration andfederal legislators have publicly declared their intention to significantly modify or repeal the legislation and, there are conflicting judicial decisionsregarding the constitutionality of the law which at least one federal court has ruled is unconstitutional. We cannot predict the ultimate form or timing of anymodification to, or repeal of, the Affordable Care Act or the effect that such modification or repeal would have on our business. Public announcements by theU.S. administration and members of the U.S. Congress have emphasized the administration’s significant interest in pursuing healthcare reform. Such reformefforts and any resulting changes to the Affordable Care Act, or related regulations and laws, could impact our ability to sell our products profitably.Other legislative changes relevant to the health care system have been adopted in the U.S. since the Affordable Care Act was enacted. In August 2011, theBudget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction,tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, therebytriggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers of 2percent per fiscal year, which went into effect in April 2013, and will remain in effect through 2024 unless additional Congressional action is taken. InJanuary 2013,63 the American Taxpayer Relief Act of 2012, was signed into law, which, among other things, further reduced Medicare payments to several providers,including hospitals and other treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers fromthree to five years. In December 2017, the U.S. president signed into law the Tax Cuts and Jobs Act (“TCJA”), which among other things, repealed theAffordable Care Act’s requirement that all Americans under age 65 have health insurance or pay a financial payment. These laws may result in additionalreductions in Medicare, Medicaid and other healthcare funding, or insured patients generally, which could have a material adverse effect on our future,potential customers and, accordingly, our financial operations.There have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal and state levels directed at broadening theavailability of healthcare and containing or lowering the cost of healthcare. As indicated previously, significant uncertainty exists regarding the future scopeand effect of current health care legislation and regulations because the current administration and federal legislators have publicly declared their intentionto significantly modify or repeal the current legislative framework. We cannot predict the initiatives that may be adopted in the future, any of which couldlimit or modify the amounts that foreign, federal and state governments as well as private payors, including patients, will pay for healthcare products andservices, which could result in reduced demand for our product candidates or additional pricing pressures.The continuing efforts of governments, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costsof healthcare and/or impose price controls could harm our business, financial conditions and prospects and may adversely affect: •the demand for or utilization of our product candidates, if we obtain regulatory approval; •our ability to set a price that we believe is fair for our products; •our ability to generate revenue and achieve or maintain profitability; •the level of taxes, fees and rebates that we are required to pay; and •the availability of capital.We expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in additional reductions in Medicare andother healthcare funding, more rigorous coverage criteria, lower reimbursement, and new payment methodologies. This could lower the price that we receivefor any approved product. Any denial in coverage or reduction in reimbursement from Medicare or other government-funded programs may result in a similardenial or reduction in payments from private payors, which may prevent us from being able to generate sufficient revenue, attain profitability orcommercialize our product candidates, if approved.Our employees, independent contractors, clinical investigators, CROs, consultants, commercial partners and vendors may engage in misconduct or otherimproper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.We are exposed to the risk of non-compliance, fraud, misconduct or other illegal activity by our employees, independent contractors, clinical investigators,CROs, consultants, commercial partners and vendors. Misconduct by these parties could include intentional, reckless and/or negligent conduct that fails to:comply with federal and state laws and those of other applicable jurisdictions; provide true, complete and accurate information to the FDA and other similarforeign regulatory bodies; comply with manufacturing standards; comply with federal and state data privacy, security, fraud and abuse and other healthcarelaws and regulations in the U.S. and similar foreign privacy or fraudulent misconduct laws; or report financial information or data accurately; or discloseunauthorized activities to us. If we obtain FDA approval of any of our product candidates and begin commercializing those products in the U.S., our potentialexposure under such laws will increase significantly, and our costs associated with compliance with such laws are also likely to increase. These laws mayimpact, among other things, our current activities with clinical investigators and research patients, as well as proposed and future sales, marketing andeducation programs. In particular, the promotion, sales and marketing of healthcare products and services, as well as certain business arrangements in thehealthcare industry, are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices.These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, including promotion and marketing ofoff-label uses of our products, structuring and commission(s), certain customer incentive programs and other business64 arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of clinical trials or creatingfraudulent data in our preclinical studies or clinical trials, which could result in regulatory sanctions and cause serious harm to our reputation. It is not alwayspossible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not beeffective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemmingfrom a failure to comply with these laws or regulations. Additionally, we are subject to the risk that a person or government could allege such fraud or othermisconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, thoseactions could have a significant impact on our business, including the imposition of significant fines or other sanctions.We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, physician payment transparency laws,health information privacy and security laws and anti-corruption laws. If we are unable to comply, or have not fully complied, with such laws or theirrelevant foreign counterparts, we could face substantial penalties.If we obtain FDA approval for any of our product candidates and begin commercializing those products in the U.S., our operations may be directly, orindirectly through our future, potential customers and third-party payors, subject to various federal and state fraud and abuse laws, including, withoutlimitation, the federal Anti-Kickback Statute, the federal False Claims Act, and physician sunshine laws and regulations. These laws or their relevant foreigncounterparts may impact, among other things, our proposed sales, marketing, and education programs and our relationships with healthcare providers,physicians and other parties through which we market, sell and distribute our products for which we obtain marketing approval. In addition, we may besubject to patient privacy regulation by the federal government and the states in the U.S. as well as other jurisdictions. The laws that may affect our ability tooperate include: •the federal Anti-Kickback Statute, which prohibits, among other things, individuals or entities from knowingly and willfully soliciting, receiving,offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, toinduce, or in return for, either the referral of an individual, or the purchase, lease, order, arrangement for or recommendation of the purchase, lease,order, arrangement for any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program,such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the statute or specific intent toviolate it in order to have committed a violation. In addition, the Patient Protection and Affordable Care Act, or Affordable Care Act or ACA,provides that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulentclaim for purposes of the federal False Claims Act. There are a number of statutory exceptions and regulatory safe harbors protecting somecommon activities from prosecution; •federal civil and criminal false claims laws, including, without limitation, the federal False Claims Act, and civil monetary penalty laws whichprohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval fromthe federal government, including Medicare, Medicaid and other government payors, that are false or fraudulent or knowingly making, using orcausing to be made or used a false record or statement material to a false or fraudulent claim or to avoid, decrease or conceal an obligation to paymoney to the federal government, or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money tothe federal government. Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors ifthey are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” tobring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery;65 •the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which imposes criminal and civil liability for knowinglyand willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false orfraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcarebenefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by anytrick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcarebenefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of thestatute or specific intent to violate it in order to have committed a violation; •HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and their respective implementingregulations, which impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as theirrespective business associates that perform services for them that involve the use, or disclosure of, individually identifiable healthinformation, relating to the privacy, security and transmission of individually identifiable health information without appropriateauthorization. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directlyapplicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federalcourts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions; •the U.S. federal physician payment transparency requirements, sometimes referred to as the “Physician Payments Sunshine Act,” createdunder the Affordable Care Act, and their implementing regulations, which require manufacturers of drugs, devices, biologics and medicalsupplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) toreport annually to the Centers for Medicare and Medicaid Services, information related to payments or other transfers of value made tophysicians, other healthcare providers, and teaching hospitals, as well as ownership and investment interests held by physicians, otherhealthcare providers, and their immediate family members; •the Foreign Corrupt Practices Act (“FCPA”) and other laws which prohibit improper payments or offers of payments to foreign governmentsand their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business; •the Federal Food, Drug and Cosmetic Act, which prohibits, among other things, the commercialization of adulterated or misbranded of drugsand medical devices and the Public Health Service Act, which prohibits, among other things, the commercialization of biological productsunless a biologics license is in effect; and •analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketingarrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including privateinsurers, and may be broader in scope than their federal equivalents; state and foreign laws that require pharmaceutical companies to complywith the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federalgovernment or otherwise restrict payments that may be made to healthcare providers; state and foreign laws that require drug manufacturersto report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures;and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from eachother in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.66 The distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, storage andsecurity requirements intended to prevent the unauthorized sale of pharmaceutical products.Because of the breadth of these laws and the limited statutory exceptions and safe harbors available, it is possible that some of our business activities couldbe subject to challenge under one or more of such laws.The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in lightof the lack of applicable precedent and regulations. Federal and state enforcement bodies have recently increased their scrutiny of interactions betweenhealthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcareindustry. Ensuring business arrangements comply with applicable healthcare laws, as well as responding to possible investigations by governmentauthorities, can be time- and resource-consuming and can divert a company’s attention from the business.As of May 25, 2018, the General Data Protection Regulation (“GDPR”) regulates the collection and use of personal data in the EU. The GDPR covers anybusiness, regardless of its location, that provides goods or services to residents in the EU and, thus, could incorporate our activities in EU member states. TheGDPR imposes strict requirements on controllers and processors of personal data, including special protections for “sensitive information,” which includeshealth and genetic information of individuals residing in the EU. GDPR grants individuals the opportunity to object to the processing of their personalinformation, allows them to request deletion of personal information in certain circumstances, and provides the individual with an express right to seek legalremedies in the event the individual believes his or her rights have been violated. Further, the GDPR imposes strict rules on the transfer of personal data outof the EU to regions that have not been deemed to offer “adequate” privacy protections, such as the U.S. currently. Failure to comply with the requirements ofthe GDPR and the related national data protection laws of the EU member states, which may deviate slightly from the GDPR, may result in warning letters,mandatory audits and financial penalties, including fines of up to 4 percent of global revenues, or €20,000,000, whichever is greater. As a result of theimplementation of the GDPR, we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules.There is significant uncertainty related to the manner in which data protection authorities will seek to enforce compliance with GDPR. For example, it isunclear whether the authorities will conduct random audits of companies doing business in the EU, or act solely after complaints are filed claiming aviolation of the GDPR. The lack of compliance standards and precedent, enforcement uncertainty and the costs associated with ensuring GDPR compliancemay be onerous and adversely affect our business, financial condition, results of operations and prospects.The increasingly global nature of our business operations subjects us to domestic and foreign anti-bribery and anti-corruption laws and regulations, such asthe FCPA. Activities conducted in jurisdictions outside of the U.S. create the risk of unauthorized payments or offers of payments that are prohibited underthe FCPA or comparable laws and regulations. It is our policy to implement safeguards to discourage these practices by our employees. However, thesesafeguards may ultimately prove ineffective, and our employees, consultants, and agents may engage in conduct for which we might be held responsible.Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business,operating results and financial condition.Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations as well as other domestic andforeign legal requirements will involve substantial costs. It is possible that governmental and enforcement authorities will conclude that our businesspractices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws andregulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have asignificant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetaryfines, individual imprisonment, possible exclusion from participation in Medicare, Medicaid and other U.S. federal healthcare programs, contractualdamages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, as well as additional reportingobligations and oversight if we become subject to a67 corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, any of which could adversely affect our ability tooperate our business and our results of operations. Any action for violation of these laws, even if successfully defended, could cause a pharmaceuticalmanufacturer to incur significant legal expenses and divert management’s attention from the operation of the business. If any of the physicians or otherhealthcare providers or entities with whom we expect to do business is found not to be in compliance with applicable laws, that person or entity may besubject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs. Prohibitions or restrictions on salesor withdrawal of future marketed products could materially affect business in an adverse way. In addition, the approval and commercialization of any of ourproduct candidates outside the U.S. will also likely subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws. Failure to comply with health and data protection laws and regulations could lead to government enforcement actions (which could include civil orcriminal penalties), private litigation, and/or adverse publicity and could negatively affect our operating results and business.We and any potential collaborators may be subject to federal, state, and foreign data protection laws and regulations (i.e., laws and regulations that addressprivacy and data security). In the United States, numerous federal and state laws and regulations, including federal health information privacy laws, state databreach notification laws, state health information privacy laws, and federal and state consumer protection laws (e.g., Section 5 of the Federal TradeCommission Act), that govern the collection, use, disclosure and protection of health-related and other personal information could apply to our operations orthe operations of our collaborators. In addition, we may obtain health information from third parties (including research institutions from which we obtainclinical trial data) that are subject to privacy and security requirements under HIPAA, as amended by HITECH. Depending on the facts and circumstances, wecould be subject to civil, criminal, and administrative penalties if we knowingly obtain, use, or disclose individually identifiable health informationmaintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.Compliance with U.S. and international data protection laws and regulations could require us to take on more onerous obligations in our contracts, restrictour ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. Failure to comply with these laws andregulations could result in government enforcement actions (which could include civil, criminal and administrative penalties), private litigation, and/oradverse publicity and could negatively affect our operating results and business. Moreover, clinical trial subjects, employees and other individuals aboutwhom we or our potential collaborators obtain personal information, as well as the providers who share this information with us, may limit our ability tocollect, use and disclose the information. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws, or breachedour contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity thatcould harm our business.In the event we conduct clinical trial in the European Economic Area (“EEA”), we may be subject to additional privacy laws. The General Data ProtectionRegulation, (EU) 2016/679 (“GDPR”) became effective on May 25, 2018 and deals with the processing of personal data and on the free movement of suchdata. The GDPR imposes a broad range of strict requirements on companies subject to the GDPR, including requirements relating to having legal bases forprocessing personal information relating to identifiable individuals and transferring such information outside the EEA, including to the United States,providing details to those individuals regarding the processing of their personal information, keeping personal information secure, having data processingagreements with third parties who process personal information, responding to individuals’ requests to exercise their rights in respect of their personalinformation, reporting security breaches involving personal data to the competent national data protection authority and affected individuals, appointingdata protection officers, conducting data protection impact assessments, and record-keeping. The GDPR increases substantially the penalties to which wecould be subject in the event of any non-compliance, including fines of up to 10,000,000 Euros or up to 2% of our total worldwide annual turnover forcertain comparatively minor offenses, or up to 20,000,000 Euros or up to 4% of our total worldwide annual turnover for more serious offenses. Given the newlaw, we face uncertainty as to the exact interpretation of the new requirements and we may be unsuccessful in implementing all measures required by dataprotection authorities or courts in interpretation of the new law. 68 In particular, national laws of member states of the EU are in the process of being adapted to the requirements under the GDPR, thereby implementingnational laws which may partially deviate from the GDPR and impose different obligations from country to country, so that we do not expect to operate in auniform legal landscape in the EU. Also, as it relates to processing and transfer of genetic data, the GDPR specifically allows national laws to imposeadditional and more specific requirements or restrictions, and European laws have historically differed quite substantially in this field, leading to additionaluncertainty.In the event we conduct clinical trials in the EEA, we must also ensure that we maintain adequate safeguards to enable the transfer of personal data outside ofthe EEA, in particular to the United States, in compliance with European data protection laws. We expect that we will continue to face uncertainty as towhether our efforts to comply with our obligations under European privacy laws will be sufficient. If we are investigated by a European data protectionauthority, we may face fines and other penalties. Any such investigation or charges by European data protection authorities could have a negative effect onour existing business and on our ability to attract and retain new clients or pharmaceutical partners. We may also experience hesitancy, reluctance, or refusalby European or multi-national clients or pharmaceutical partners to continue to use our products and solutions due to the potential risk exposure as a result ofthe current (and, in particular, future) data protection obligations imposed on them by certain data protection authorities in interpretation of current law,including the GDPR. Such clients or pharmaceutical partners may also view any alternative approaches to compliance as being too costly, too burdensome,too legally uncertain, or otherwise objectionable and therefore decide not to do business with us. Any of the foregoing could materially harm our business,prospects, financial condition and results of operations.If we fail to comply with environmental, health and safety, and laboratory animal welfare laws and regulations, we could become subject to fines orpenalties or incur costs that could harm our business.We are subject to numerous federal, state and local environmental, health and safety, and laboratory animal welfare laws and regulations. These legalrequirements include those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes as wellas those which regulate the care and use of animals in research. Our operations will involve research using research animals and the use of hazardous andflammable materials, including chemicals and biological materials. Our operations also may produce hazardous waste products. We generally anticipatecontracting with third parties for the disposal of these materials and wastes. We will not be able to eliminate the risk of contamination or injury from thesematerials. In the event of contamination or injury resulting from any use by us of hazardous materials, we could be held liable for any resulting damages, andany liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply withsuch laws and regulations.Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from theuse of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmentalliability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials.In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety, and laboratory animal welfare laws andregulations. These current or future laws and regulations may impair our research, development or production efforts. Our failure to comply with these lawsand regulations also may result in substantial fines, penalties or other sanctions.Failure to comply with labor and employment laws and regulations could subject us to legal liability and costs, including fines or penalties, as well asreputational damage that could harm our business.We are subject to numerous federal, state and local laws and regulations relating to the recruiting, hiring, compensation and treatment of employees andcontractors. These laws and regulations cover financial compensation (including wage and hour standards), benefits (including insurance and 401K plans),discrimination, workplace safety and health, benefits, and workers’ compensation. In varying degrees and scope, national, state and local laws prohibitunfavorable or unfair treatment in the workplace of employees or candidates based on their age, gender, race, national origin, religion, disability or sexualorientation. Disability laws also expand upon the employment rights of veterans and persons with disabilities. At a federal level, Title VII of the Civil RightsAct of 1964 prohibit69 discrimination on the basis of race, color, religion, sex or national origin. The Fair Labor Standards Act (FLSA) establishes a national minimum wage,guarantees “time-and-a-half” for overtime in certain jobs, and prohibits oppressive employment of minors. The Americans with Disabilities Act (ADA), asamended, prohibits discrimination based on disability.The Commonwealth of Massachusetts also has laws that expand on these federal laws or create additional rights for employees or obligations for employers.For example, on July 1, 2018, the Massachusetts Equal Pay Act went into effect, which added protections employers must comply with regarding pay equityfor “comparable work”. There is currently uncertainty regarding the exact scope of these new legal limits and such uncertainty may remain for theforeseeable future. We may face increased employment and legal costs to ensure we are complying with this law. In addition, on October 1, 2018, a newMassachusetts non-compete law went into effect, placing additional restrictions on employers seeking to enter into non-competition agreements withemployees. This law may negatively impact our ability to prevent employees from working with direct or indirect competitors in the future, and may affectour ability to retain key talent in a competitive market.Our failure to comply with these and other related laws could expose us to civil and, in some cases, criminal liability, including fines and penalties. Further,government or employee claims that we have violated any of these laws, even if ultimately disproven, could result in increased expense and managementdistraction, as well as have an adverse reputational impact on the Company.Risks Related to Our Intellectual PropertyThird-party claims of intellectual property infringement against us, our licensors or our collaborators may prevent or delay our product discovery anddevelopment efforts.Our commercial success depends in part on our avoiding infringement of the valid patents and proprietary rights of third parties.Numerous U.S. and foreign issued patents and pending patent applications owned by third parties exist in the fields in which we are developing our productcandidates. As industry, government, academia and other biotechnology and pharmaceutical research expands and more patents are issued, the risk increasesthat our product candidates may give rise to claims of infringement of the patent rights of others. We cannot guarantee that our technology, future productcandidates or the use of such product candidates do not infringe third-party patents. It is also possible that we have failed to identify relevant third-partypatents or applications. Because patent rights are granted jurisdiction-by-jurisdiction, our freedom to practice certain technologies, including our ability toresearch, develop and commercialize our product candidates, may differ by country.Third parties may assert that we infringe their patents or that we are otherwise employing their proprietary technology without authorization, and may sue us.There may be third-party patents of which we are currently unaware with claims to compositions, formulations, methods of manufacture or methods of use ortreatment that cover product candidates we discover and develop. Because patent applications can take many years to issue, there may be currently pendingpatent applications that may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in the futureand claim that use of our technologies or the manufacture, use or sale of our product candidates infringes upon these patents. If any such third-party patentswere held by a court of competent jurisdiction to cover our technologies or product candidates, the holders of any such patents may be able to block ourability to commercialize the applicable product candidate unless we obtain a license under the applicable patents, or until such patents expire or are finallydetermined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms or at all. If we are unable to obtain anecessary license to a third-party patent on commercially reasonable terms, our ability to commercialize our product candidates may be impaired or delayed,which could in turn significantly harm our business.Third parties may seek to claim intellectual property rights that encompass or overlap with intellectual property that we own or license from them or others.Legal proceedings may be initiated to determine the scope and ownership of these rights, and could result in our loss of rights, including injunctions or otherequitable relief that could effectively block our ability to further develop and commercialize our product candidates. For example, through our 2014 licenseagreement with Caribou, we sublicense the rights of the Regents of the University of California and the University of Vienna (collectively, “UC/Vienna”) to aworldwide patent portfolio that covers methods of use and70 compositions relating to engineered CRISPR/Cas9 systems for, among other things, cleaving or editing DNA and altering gene product expression in variousorganisms, including eukaryotic cells. We sublicense the UC/Vienna rights to this portfolio for human therapeutic, prophylactic and palliative uses,including companion diagnostics, except for anti-fungal and anti-microbial uses. This patent portfolio to-date includes, for example, multiple granted,allowed, and/or allowable patent applications in the U.S., as well as granted patents from the European Patent Office, the United Kingdom’s IntellectualProperty Office, the German Patent and Trade Mark Office, Australia’s Intellectual Property agency and China’s Intellectual Property Office, among others.Because UC/Vienna co-own this portfolio with Dr. Emmanuelle Charpentier (from whom we do not have sublicense rights), we refer to this co-ownedworldwide patent portfolio as the UC/Vienna/Charpentier patent family. UC/Vienna could challenge Caribou’s rights under their license agreement,including Caribou’s right to sublicense its rights to others, such as Intellia, and on what terms such a sublicense would be granted, each of which couldadversely impact our rights under our license agreement with Caribou.Similarly, Caribou could challenge the scope of our licensed rights or fields under our license agreement, which could adversely impact our exclusive rightsto use CRISPR/Cas9 technology in our human therapeutics field. On October 17, 2018, we initiated an arbitration proceeding against Caribou asserting thatit is violating the terms and conditions of the Caribou License, as well as other contractual and legal rights, by using and seeking to license to third partiestwo patent families relating to specific structural or chemical modifications of guide RNAs, purportedly invented or controlled by Caribou, in our exclusivehuman therapeutic field. Under the Caribou License, Caribou granted to the Company a worldwide, exclusive license to all of Caribou’s intellectual propertyrelating to CRISPR/Cas9 technology for all therapeutic, prophylactic and palliative uses and applications for any or all diseases and conditions in humanswith the sole exceptions of anti-microbial and/or anti-fungal applications. The license encompassed all CRISPR/Cas9 intellectual property developed orcontrolled by Caribou as of July 16, 2014 and through an IP cutoff date (January 30, 2018) that was necessary or useful for us to develop, manufacture orcommercialize products in our field, as well as any technology developed by Caribou under a service agreement entered into by the Company and Caribou inJuly 2014. Caribou has asserted that the two families of intellectual property are outside the scope of our license. In accordance with the Caribou License, we initiated an arbitration seeking a declaration that the disputed intellectual property is included within the scope of our license under the Caribou License, anaward of compensatory, consequential and punitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou from licensing or using thisintellectual property in our exclusive human therapeutics field, among other claims.In addition, third parties could assert that UC/Vienna/Charpentier do not have rights to the CRISPR/Cas9 technology, or that any rights owned byUC/Vienna/Charpentier are limited. For example, the Broad Institute, Massachusetts Institute of Technology, the President and Fellows of Harvard Collegeand the Rockefeller University (collectively, the “Broad Institute”) co-own patents and patent applications (collectively, the “Broad Institute patent family”)that also claim certain aspects of CRISPR/Cas9 systems to edit genes in eukaryotic cells, including human cells. Because the respective owners of aUC/Vienna/Charpentier patent application and the Broad Institute patent family both allege owning intellectual property claiming overlapping aspects ofCRISPR/Cas9 systems and methods to edit genes in eukaryotic cells, including human cells, our ability to market and sell CRISPR/Cas9-based humantherapeutics may be adversely impacted depending on the scope and actual ownership over the inventions claimed in the competing patent portfolios. InJanuary 2016, an interference proceeding was declared in the U.S. Patent and Trademark Office (“USPTO”) between the claims from oneUC/Vienna/Charpentier patent application we sublicense through Caribou (which generally claimed methods to use the CRISPR/Cas9 technology with asingle RNA guide in any cellular or non-cellular setting) and certain U.S. patents and one application of the Broad Institute patent family (which generallyclaimed methods to use the CRISPR/Cas9 technology in eukaryotic cells). The interference proceeding was initiated to determine which set of inventorsinvented first and, thus, is entitled to patents on the invention in the U.S. In February 2017, the Patent Trial and Appeal Board (“PTAB”) dismissed theinterference proceeding finding that the respective patent claims involved in the interference were legally distinct such that they did not meet the legalrequirement to proceed with the interference. The PTAB did not make any decision regarding inventorship or priority, and therefore ownership, of theinventions claimed by the patents and applications at issue. UC/Vienna/Charpentier appealed to the U.S. Court of Appeals for the Federal Circuit (the“Federal Circuit”) seeking a review and reversal of the PTAB’s decision to terminate the interference. On September 10, 2018, the Federal Circuit affirmed thePTAB’s decision to terminate the interference proceeding. The time for UC/Vienna/Charpentier to ask for a rehearing by the Federal Circuit or permission toappeal from the U.S. Supreme Court has expired. The Federal Circuit returned the UC/Vienna/Charpentier allowable patent claims to the USPTO,71 and on February 8, 2019, the USPTO issued a notice allowing the patent application, which, when issued, will cover generally the use of the CRISPR/Cas9technology using a single RNA guide in any setting, including cellular settings. The USPTO may declare one or more subsequent interferences betweenother UC/Vienna/Charpentier applications and some or all of the Broad patents involved in the terminated interference. In addition, other third parties, suchas Vilnius University, ToolGen, Inc., MilliporeSigma (a subsidiary of Merck KGaA) and Harvard University, filed patent applications claimingCRISPR/Cas9-related inventions around or within a year after the UC/Vienna/Charpentier application was filed and may allege that they invented one ormore of the inventions claimed by UC/Vienna/Charpentier before UC/Vienna/Charpentier. If the USPTO deems the scope of the claims of one or more ofthese parties to sufficiently overlap with the allowable claims from the UC/Vienna/Charpentier application, the USPTO could declare other interferenceproceedings to determine the actual inventor of such claims. If UC/Vienna/Charpentier are unable to prevail in their inventorship claims or if the scope oftheir claims is narrowed through these various legal proceedings, then we could be prevented from developing and commercializing all or some of ourproducts candidates unless we can obtain rights to the third-parties’ intellectual property, or avoid or invalidate it. Third parties could also assert patent rights against us to seek and obtain injunctive or other equitable relief, which could effectively block our ability tofurther develop and commercialize product candidates. For example, the Broad Institute or other third-parties that own issued patents, including patentsclaiming aspects of the CRISPR-Cas9 technology, could seek to assert such patents against us claiming that our activities, including those relating to theCRISPR-Cas9 technology, infringe their respective patents. Defense of these or similar claims, regardless of their merit, would involve substantial legalexpense, would be a substantial diversion of management and other employee resources from our business and may impact our reputation. In the event of asuccessful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for any adjudicatedwillful infringement, obtain one or more licenses from third parties, pay royalties or redesign our infringing products, which may be impossible or requiresubstantial time and monetary expenditure. In that event, we may be unable to further develop and commercialize our product candidates, which could harmour business significantly.Third parties asserting their patent rights against us may seek and obtain injunctive or other equitable relief, which could effectively limit or block our abilityto further develop and commercialize our product candidates. If we are found to infringe a third party’s valid intellectual property rights, we could berequired to obtain a license from such third party to continue developing and marketing our products and technology. However, we may not be able to obtainany required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving ourcompetitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing, manufacturing orimporting the infringing technology or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees ifwe are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing one or more of our product candidates,force us to redesign our infringing products or force us to cease some or all of our business operations, any of which could materially harm our business andcould prevent us from further developing and commercializing our proposed future product candidates thereby causing us significant harm. Claims that wehave misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.Intellectual property owned by third parties relating to CRISPR/Cas9 or other related technologies necessary to develop, manufacture and commercializeviable CRISPR/Cas9 therapeutics – such as compositions of the products or components, methods of treatment, delivery technologies, chemicalmodifications, and analytical and manufacturing methods – could adversely impact our ability to ultimately market and sell products. Third parties may ownintellectual property, including patents, that cover all or aspects of our technologies and potential products, and may be necessary for us to develop orcommercialize viable products. If we are unable to successfully license, avoid or challenge such third-party intellectual property, we may not be able todevelop and commercialize viable products in all or certain jurisdictions. In addition, if the intellectual property covering our products or technologies thatwe own or license were to be legally impaired or lost, we may be unable to realize sufficient financial returns to support the development orcommercialization of our products. For additional information regarding the risks that may apply to our and our licensors’ intellectual property rights, see thesection entitled “Risks Related to Our Intellectual Property” appearing elsewhere in this report for more information.72 Under our license agreement with Caribou, we sublicense a patent family from The Regents of the University of California and the University of Viennathat is co-owned by Dr. Emmanuel Charpentier. The outcome of recent proceedings, as well as potential future proceedings, related to this patent familymay affect our ability to utilize the intellectual property sublicensed under our license agreement with Caribou.The Broad Institute patent family includes issued patents in the U.S. and Europe that purport to cover certain aspects of the CRISPR/Cas9 genome editingplatform for use on eukaryotic cells, including human cells. On January 11, 2016, the PTAB declared an interference proceeding between certain patents anda patent application of the Broad Institute patent family and one UC/Vienna/Charpentier patent application to determine, based on priority of invention,whether the contested inventions belong either to UC/Vienna/Charpentier or to the Broad Institute in the U.S. This interference proceeding was discontinuedby the PTAB in February 2017 without any finding regarding inventorship or priority. In discontinuing the interference proceeding, the PTAB found that theclaim sets presented by the two parties were “patentably distinct” from each other and, thus, did not meet the statutory requirements for continuing theproceeding. In April 2017, UC/Vienna/Charpentier appealed to the U.S. Court of Appeals for the Federal Circuit seeking a review and reversal of the PTAB’sdecision to terminate the interference. On September 10, 2018, the Federal Circuit issued a ruling affirming the PTAB’s decision to terminate the interferenceproceeding. The time for UC/Vienna/Charpentier to ask for a rehearing by the Federal Circuit or permission to appeal from the U.S. Supreme Court hasexpired. The Federal Circuit returned the UC/Vienna/Charpentier allowable patent claims to the USPTO, and on February 8, 2019, the USPTO issued a noticeallowing the patent application, which, when issued, will cover generally the use of the CRISPR/Cas9 technology using a single RNA guide in any setting,including cellular settings. In addition, UC/Vienna/Charpentier continue to prosecute other patent claims covering the CRISPR/Cas9 inventions, whichcould also result in allowable or issued patents in the U.S. Certain of the claims being prosecuted by UC/Vienna/Charpentier, if found allowable by theUSPTO, could lead to interference proceedings against patents or patent applications owned by other parties, including the Broad Institute patent family,with respect to certain claims expressly relating to the use of CRISPR/Cas9 in eukaryotic cells. As of February 22, 2019, the USPTO has found certain patentapplications in the UC/Vienna/Charpentier patent family allowable but for potentially interfering subject matter with a number of patent applications and/orcertain patents issued to the Broad, which claim aspects of CRISPR/Cas9 systems and methods to edit genes in eukaryotic cells, including human cells, aswell as single-guide RNA compositions. The PTAB has not yet declared an interference involving any of these applications. There is no specified deadlinefor the PTAB to act on these matters, and we cannot predict if or when they will act, and whether they will declare any interference. Further, the effects thatany such results may have on us and our intellectual property position, including whether UC/Vienna/Charpentier will ultimately be successful inprosecuting to issuance a patent covering the CRISPR/Cas9 system that we are able to use under our license agreement with Caribou, are currently unknown.The Broad could seek to assert its issued patents against us based on our CRISPR/Cas9-based activities, including commercialization. Defense of theseclaims, regardless of their merit, would involve substantial litigation expense, would be a substantial diversion of management and other employee resourcesfrom our business and may impact our reputation. In the event of a successful claim of infringement against us, we may have to pay substantial damages,including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign our infringingproducts, which may be impossible or require substantial time and monetary expenditure. In that event, we could be unable to further develop andcommercialize our product candidates, which could harm our business significantly.In addition, other third parties, such as Vilnius University, ToolGen, Inc., MilliporeSigma (a subsidiary of Merck KGaA) and Harvard University, filed patentapplications claiming CRISPR/Cas9-related inventions around or within a year after the UC/Vienna/Charpentier application was filed and may allege thatthey invented one or more of the inventions claimed by UC/Vienna/Charpentier before UC/Vienna/Charpentier. If the USPTO deems the scope of the claimsof one or more of these parties to sufficiently overlap with the allowable claims from the UC/Vienna/Charpentier application, the USPTO could declare otherinterference proceedings to determine the actual inventor of such claims. In addition, UC/Vienna/Charpentier or the other third parties could seek judicialreview of their inventorship claims. If UC/Vienna/Charpentier fail in defending their inventorship priority on any of these claims, we may lose valuableintellectual property rights, such as the exclusive right to use, such intellectual property. Such an outcome could have a material adverse effect on ourbusiness. Even if we are successful in defending against such claims, any disputes could result in substantial costs and be a distraction to management andother employees.73 We may be subject to claims challenging the inventorship of our patents and other intellectual property.We may in the future be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectualproperty as an inventor or co-inventor or other claims challenging the inventorship of our patents or ownership of our intellectual property (including patentsand intellectual property that we in-license). For example, the UC/Vienna/Charpentier patent family that is covered by our license agreement with Caribou isco-owned by UC/Vienna and Dr. Charpentier, and our sublicense rights are derived from the first two co-owners and not from Dr. Charpentier. Therefore, ourrights to these patents are not exclusive and third parties, including competitors, may have access to intellectual property that is important to our business. Inaddition, we may have inventorship disputes arise from conflicting obligations of collaborators, consultants or others who are involved in developing ourtechnology and product candidates. Litigation or other legal proceedings may be necessary to defend against these and other claims challenginginventorship. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such asexclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we aresuccessful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.We depend on intellectual property licensed from third parties and termination or modification of any of these licenses could result in the loss ofsignificant rights, which would harm our business.We are dependent on patents, know-how and proprietary technology, both our own and licensed from others, including Caribou and Novartis. Anytermination of these licenses, loss by our licensors of the rights they receive from others, diminution of our rights or those of our licensors, or a finding thatsuch intellectual property lacks legal effect, could result in the loss of significant rights and could harm our ability to commercialize any product candidates.For example, UC/Vienna could challenge Caribou’s rights under their agreement, including Caribou’s right to sublicense its rights to others, such as Intellia,and on what terms such a sublicense would be granted, each of which could adversely impact our rights under our agreement with Caribou. Similarly,Caribou or other licensors, or other third parties from which we derive rights, could challenge the scope of our licensed rights or fields under our licenseagreement, which could adversely impact our exclusive rights to use CRISPR/Cas9 technology in our human therapeutics field. On October 17, 2018, we initiated an arbitration proceeding against Caribou asserting that it is violating the Caribou License, as well as other contractual andlegal rights, by using and seeking to license to third parties two patent families relating to specific structural or chemical modifications of guide RNAs, thatwere purportedly invented or controlled by Caribou, in our exclusive human therapeutic field. Under the Caribou License, Caribou granted to the Company aworldwide, exclusive license to all of Caribou’s intellectual property relating to CRISPR/Cas9 technology for all therapeutic, prophylactic and palliativeuses and applications for any or all diseases and conditions in humans with the sole exceptions of anti-microbial and/or anti-fungal applications. The licenseencompassed all CRISPR/Cas9 intellectual property developed or controlled by Caribou as of July 16, 2014 and through an intellectual property cutoff date(January 30, 2018) that was necessary or useful for the Company to develop, manufacture or commercialize products in its field, as well as any technologydeveloped by Caribou under a service agreement entered into by the Company and Caribou in July 2014. Caribou has asserted that the two families ofintellectual property are outside the scope of our license. In accordance with the Caribou License, we have submitted a demand for arbitration seeking adeclaration that the disputed intellectual property is included within the scope of our license under the Caribou License, an award of compensatory, consequential and punitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou from licensing or using this intellectual property inour exclusive human therapeutics field, among other claims.Disputes have and may arise between us and our licensors, our licensors and their licensors, or us and third parties that co-own intellectual property with ourlicensors or their licensors, regarding intellectual property subject to a license agreement, including those relating to: •the scope of rights, if any, granted under the license agreement and other interpretation-related issues; •whether and the extent to which our technology, products and processes infringe on, or derive from, intellectual property of the licensor thatis not subject to the license agreement;74 •whether our licensor or its licensor had the right to grant the license agreement, or whether they are compliant with their contractualobligations to their respective licensor(s); •whether third parties are entitled to compensation or equitable relief, such as an injunction, for our use of the intellectual property withouttheir authorization; •our right to sublicense patent and other rights to third parties, including those under collaborative development relationships; •whether we are complying with our obligations with respect to the use of the licensed technology in relation to our development andcommercialization of product candidates; •our involvement in the prosecution, defense and enforcement of the licensed patents and our licensors’ overall patent strategy; •the allocation of ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors andby us and our partners; and •the amounts of royalties, milestones or other payments due under the license agreement.If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms,or are insufficient to provide us the necessary rights to use the intellectual property, we may be unable to successfully develop and commercialize theaffected product candidates. If we or any such licensors fail to adequately protect this intellectual property, our ability to commercialize our products couldsuffer.We depend, in part, on our licensors to file, prosecute, maintain, defend and enforce patents and patent applications that are material to our business.Patents relating to our product candidates are controlled by certain of our licensors or their respective licensors. Each of our licensors or their licensorsgenerally has rights to file, prosecute, maintain and defend the patents we have licensed from such licensor. If these licensors or any future licensees and insome cases, co-owners from which we do not yet have licenses, having rights to file, prosecute, maintain, and defend our patent rights fail to adequatelyconduct these activities for patents or patent applications covering any of our product candidates, our ability to develop and commercialize those productcandidates may be adversely affected and we may not be able to prevent competitors from making, using or selling competing products. We cannot be certainthat such activities by our licensors or their respective licensors have been or will be conducted in compliance with applicable laws and regulations or in ourbest interests, or will result in valid and enforceable patents or other intellectual property rights. Pursuant to the terms of the license agreements with ourlicensors, the licensors may have the right to control enforcement of our licensed patents or defense of any claims asserting the invalidity of these patentsand, even if we are permitted to pursue such enforcement or defense, we cannot ensure the cooperation of our licensors or, in some cases, other necessaryparties, such as the co-owners of the intellectual property from which we have not yet obtained a license. We cannot be certain that our licensors or theirlicensors, and in some cases, their respective co-owners, will allocate sufficient resources or prioritize their or our enforcement of such patents or defense ofsuch claims to protect our interests in the licensed patents. For example, with respect to our sublicensed rights from Caribou to UC/Vienna/Charpentierintellectual property, UC retained the right to control the prosecution, enforcement and defense of this intellectual property in its license agreement withCaribou and, pursuant to an Invention Management Agreement, shares these responsibilities with CRISPR Therapeutics and, under certain circumstances,ERS, as the designated managers of the intellectual property. For these reasons, UC may be unable or unwilling to prosecute certain patent claims that wouldbe best for our product candidates, or enforce its patent rights against infringers of the UC/Vienna/Charpentier patent family.75 Even if we are not a party to legal actions or other disputes involving our licensed intellectual property, an adverse outcome could harm our business becauseit might prevent us from continuing to license intellectual property that we may need to operate our business. In addition, even when we have the right tocontrol patent prosecution of licensed patents and patent applications, enforcement of licensed patents, or defense of claims asserting the invalidity of thosepatents, we may still be adversely affected or prejudiced by actions or inactions of our licensors and their counsel that took place prior to or after ourassuming control.We may not be successful in obtaining or maintaining necessary rights to product components and processes or other technology for our productdevelopment pipeline.The growth of our business will likely depend in part on our ability to acquire or in-license additional proprietary rights. For example, our programs mayinvolve additional product candidates, delivery systems or technologies that may require the use of additional proprietary rights held by third parties. Ourultimate product candidates may also require specific modifications or formulations to work effectively and efficiently. These modifications or formulationsmay be covered by intellectual property rights held by others. We may be unable to acquire or in-license any relevant third-party intellectual property rightsthat we identify as necessary or important to our business operations.Additionally, we sometimes collaborate with academic institutions to accelerate our preclinical research or development under written agreements with theseinstitutions. Typically, these institutions provide us with an option to negotiate a license to any of the institution’s rights in technology resulting from thecollaboration. Regardless of such option, we may be unable to negotiate a license within the specified timeframe or under terms that are acceptable to us. Ifwe are unable to do so, the institution may offer the intellectual property rights to other parties, potentially blocking our ability to pursue our program.The licensing and acquisition of third-party intellectual property rights is a competitive practice and companies that may be more established, or have greaterresources than we do, may also be pursuing strategies to license or acquire third-party intellectual property rights that we may consider necessary or attractivein order to commercialize our product candidates. More established companies may have a competitive advantage over us due to their larger size and cashresources or greater clinical development and commercialization capabilities. There can be no assurance that we will be able to successfully complete suchnegotiations and ultimately acquire the rights to the intellectual property surrounding the additional product candidates that we may seek to acquire.If we are unable to successfully obtain rights to valid third-party intellectual property or to maintain the existing intellectual property rights we have, we mayhave to abandon development of such program and our business and financial condition could suffer.We could be unsuccessful in obtaining or maintaining adequate patent protection for one or more of our products or product candidates, or asserting anddefending our intellectual property rights that protect our products and technologies.We anticipate that we will file additional patent applications both in the U.S. and in other countries, as appropriate. However, we cannot predict: •if and when any patents will issue; •the scope, degree and range of protection any issued patents will afford us against competitors, including whether third parties will find waysto invalidate or otherwise circumvent our patents; •whether others will apply for or obtain patents claiming aspects similar to those covered by our patents and patent applications; •whether certain governments will appropriate our intellectual property rights and allow competitors to use them; or •whether we will need to initiate litigation or administrative proceedings to assert or defend our patent rights, which may be costly whether wewin or lose.76 Composition of matter patents for biological and pharmaceutical products are generally considered to be the strongest form of intellectual propertyprotection for those types of products, as such patents provide protection without regard to any method of use. We cannot be certain, however, that anyclaims in our pending or future patent applications covering the composition of matter of our product candidates will be considered patentable by the USPTOor by patent offices in foreign countries, or that the claims in any of our ultimately issued patents will be considered valid and enforceable by courts in theU.S. or foreign countries. Method of use patents protect the use of a product for the specified method, for example a method of treating a certain indicationusing a product. This type of patent does not prevent a competitor from making and marketing a product that is identical to our product for an indication thatis outside the scope of the patented method. Moreover, even if competitors do not actively promote their product for our targeted indications, physicians mayprescribe these products “off-label” for those uses that are covered by our method of use patents. Although off-label prescriptions may infringe or contributeto the infringement of method of use patents, the practice is common and such infringement is difficult to prevent or prosecute.The strength of patents in the biotechnology and pharmaceutical field can be uncertain, and evaluating the scope of such patents involves complex legal andscientific analyses. The patent applications that we own or in-license may fail to result in issued patents with claims that cover any product candidates or usesthereof in the U.S. or in other foreign countries.Further, the patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patentapplications at a reasonable cost, in a timely manner, or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our researchand development output before it is too late to obtain patent protection. Moreover, in some circumstances, we do not have the right to control thepreparation, filing and prosecution of patent applications, or to maintain the patents, covering technology that we license from third parties. We may alsorequire the cooperation of our licensors or other necessary parties, such as the co-owners of the intellectual property from which we have not yet obtained alicense, in order to enforce the licensed patent rights, and such cooperation may not be provided. Therefore, these patents and applications may not beprosecuted and enforced in a manner consistent with the best interests of our business.The laws of foreign countries may not protect our rights to the same extent as the laws of the U.S. and we may fail to seek or obtain patent protection in allmajor markets. For example, European patent law restricts the patentability of methods of treatment of the human body more than U.S. law does. Publicationsof discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the U.S. and other jurisdictions are typically notpublished until 18 months after filing, or in some cases not at all. Therefore, we will be unable to know with certainty whether we were the first to make anyinventions claimed in any patents or patent applications, or that we were the first to file for patent protection of such inventions, nor can we know whetherthose from whom we license patents were the first to make the inventions claimed or were the first to file.The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our owned and licensed patents may be challenged inthe courts or patent offices in the U.S. and abroad. There is a substantial amount of litigation as well as administrative proceedings for challenging patents,including interference, derivation, and reexamination proceedings before the USPTO and oppositions and other comparable proceedings in foreignjurisdictions, involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, and we expect this to be true forthe CRISPR/Cas9 space as well. For example, a number of third parties have filed oppositions challenging the validity, and seeking the revocation, of theCRISPR/Cas9 genome editing patents granted to UC/Vienna/Charpentier by the European Patent Office to date.In addition, since the passage of the America Invents Act in 2013, U.S. law also provides for other procedures to challenge patents, including inter partesreviews and post-grant reviews, that add uncertainty to the possibility of challenge to our developed or licensed patents and patent applications in the future.Furthermore, for U.S. applications in which all claims are entitled to a priority date before March 16, 2013, an interference proceeding can be provoked by athird 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. Seethe above risk factor titled “Third-party claims of intellectual property infringement against us, our licensors or our collaborators may prevent or delay ourproduct discovery and development efforts.”77 Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or inpart, which could limit our ability to practice the invention or stop others from using or commercializing similar or identical technology and products, orlimit the duration of the patent protection of our technology and products. Given the amount of time required for the development, testing and regulatoryreview of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, ourowned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property or prevent others fromdesigning their products to avoid being covered by our claims. If the breadth or strength of protection provided by the patent applications we hold isthreatened, this could dissuade companies from collaborating with us to develop, and could threaten our ability to commercialize, product candidates.Further, if we encounter delays in our clinical trials, the period of time during which we could market product candidates under patent protection would bereduced. Because patent applications in the U.S. and most other countries are confidential for a period of time after filing, we cannot be certain that we werethe first to file any patent application related to our product candidates.Our pending and future patent applications or the patent applications that we obtain rights to through in-licensing arrangements may not result in patentsbeing issued which protect our technology or future product candidates, in whole or in part, or which effectively prevent others from commercializingcompetitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the U.S. and other countries may diminish thevalue of our patents or narrow the scope of our patent protection.Litigation or other administrative proceedings challenging our intellectual property, including interferences, derivation, reexamination, inter partes reviewsand post-grant reviews, may result in a decision adverse to our interests and, even if we are successful, may result in substantial costs and distract ourmanagement and other employees. Furthermore, there could be public announcement of the results of hearings, motions or other interim proceedings ordevelopments in any proceeding challenging the issuance, scope, validity and enforceability of our developed or licensed intellectual property. If securitiesanalysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.Any of these potential negative developments could impact the scope, validity, enforceability or commercial value of our patent rights and, as a result, havematerial adverse effect on our business, financial condition, results of operations or prospects.Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information.In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-howthat is not patentable or that we elect not to patent. We also utilize proprietary processes for which patents are difficult to enforce. In addition, other elementsof our product discovery and development processes involve proprietary know-how, information, or technology that is not covered by patents. Trade secrets,however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality agreements with our employees,consultants, outside scientific advisors, contractors, and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees,consultants, outside scientific advisors, contractors, and collaborators might intentionally or inadvertently disclose our trade secret information tocompetitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information andtechniques. Furthermore, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the U.S.As a result, we may encounter significant problems in protecting and defending our intellectual property both in the U.S. and abroad. If we are unable toprevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we maynot be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results, andfinancial condition.78 We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.We have limited intellectual property rights outside the U.S. Filing, prosecuting, maintaining and defending patents on product candidates in all countriesthroughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can have a different scope andstrength than do those in the U.S. In addition, the laws of some foreign countries, such as China, Brazil, Russia, India, and South Africa, do not protectintellectual property rights to the same extent as federal and state laws in the U.S. Consequently, we may not be able to prevent third parties from practicingour inventions in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. 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 exportotherwise infringing products to territories where we have patent protection, but enforcement rights are not as strong as those in the U.S. These products maycompete with our products and our patents or other intellectual property rights may not be effective or adequate to prevent them from competing. In addition,in jurisdictions outside the U.S., a license may not be enforceable unless all the owners of the intellectual property agree or consent to the license. Further,patients may choose to travel to countries in which we do not have intellectual property rights or which do not enforce these rights to obtain the products ortreatment from competitors in such countries.Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systemsof certain countries, such as China, Brazil, Russia, India, and South Africa, do not favor the enforcement of patents, trade secrets and other intellectualproperty, particularly those relating to biopharmaceutical products, which could make it difficult in those jurisdictions for us to stop the infringement ormisappropriation of our patents or other intellectual property rights, or the marketing of competing products in violation of our proprietary rights.Proceedings to enforce our patent and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts andattention from other aspects of our business. Furthermore, such proceedings could put our patents at risk of being invalidated, held unenforceable, orinterpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims of infringement ormisappropriation against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commerciallymeaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercialadvantage from the intellectual property that we develop or license.We may be involved in lawsuits to protect or enforce our patents, the patents of our licensors or our licenses, which could be expensive, time-consuming,and unsuccessful.Competitors may infringe our patents or the patents of our licensors. To cease such infringement or unauthorized use, we may be required to file patentinfringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding or a declaratory judgment action against us, acourt may decide that one or more of our patents is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue onthe grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceeding could put one or more of ourpatents at risk of being invalidated, held unenforceable or interpreted narrowly and could put our patent applications at risk of not issuing. Defense of theseclaims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business.Interference or derivation proceedings provoked by third parties or brought by the USPTO may be necessary to determine the priority of inventions withrespect to, or the correct inventorship of, our patents or patent applications or those of our licensors. An unfavorable outcome could result in a loss of ourcurrent patent rights and could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our businesscould be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Litigation, interference or derivation proceedings mayresult in a decision adverse to our interests and, even if we are successful, may result in substantial costs and distract our management and other employees.Further, if a party to our licenses, either a licensee or licensor, were to breach or challenge our rights under the relevant license agreement (or if one of ourlicensor’s own licensors were to challenge our licensor’s rights), we may have to initiate or participate in a legal proceeding to enforce our rights. Any suchlegal proceeding could be expensive and time-consuming. In addition, if a court or other tribunal were to rule against us, we could lose key intellectualproperty and financial rights. Pursuing or defending against these legal claims, regardless of merits,79 would involve substantial legal expense and would be a substantial diversion of employee resources from our business. Furthermore, because of thesubstantial amount of discovery required in connection with intellectual property litigation or contractual litigation there is a risk that some of ourconfidential information could be compromised by disclosure during this type of litigation or proceeding. In addition, there could be public announcementsof the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, itcould have a substantial adverse effect on the price of our common stock. For example, as discussed above, on October 17, 2018, we initiated an arbitrationproceeding against Caribou asserting that it is violating the Caribou License, as well as other contractual and legal rights, by using and seeking to license tothird parties two patent families relating to specific structural or chemical modifications of guide RNAs, that were purportedly invented or controlled byCaribou, in our exclusive human therapeutic field. In accordance with the Caribou License, we have submitted a demand for arbitration seeking a declarationthat the disputed intellectual property is included within the scope of our license under the Caribou License, an award of compensatory, consequential, andpunitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou from licensing or using this intellectual property in our exclusivehuman therapeutics field, among other claims.Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court or before the USPTO or comparable foreignauthority.If we or one of our licensing partners initiate legal proceedings against a third party to enforce a patent covering one of our product candidates, the defendantcould counterclaim that the patent covering our product candidate is invalid or unenforceable. In patent litigation in the U.S., defendant counterclaimsalleging invalidity or unenforceability are commonplace, and there are numerous grounds upon which a third party can assert invalidity or unenforceabilityof a patent. Third parties may also raise similar claims before administrative bodies in the U.S. or other jurisdictions, even outside the context of litigation.Such mechanisms include re-examination, inter partes review, post-grant review and equivalent proceedings in foreign jurisdictions, such as opposition orderivation proceedings. Such proceedings could result in revocation or amendment to our patents in such a way that they no longer cover and protect ourproduct candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity of our patents,for example, we cannot be certain that there is no invalidating prior art of which we, our patent counsel, and the patent examiner were unaware duringprosecution. If a defendant were to prevail on a legal assertion of invalidity, unpatentability and/or unenforceability, we would lose at least part, and perhapsall, of the patent protection on our product candidates. Such a loss of patent protection could have a material adverse impact on our business.We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information ofthird parties.We have received confidential and proprietary information from third parties. In addition, we employ individuals who were previously employed at otherbiotechnology or pharmaceutical companies as well as academic research institutions. We may be subject to claims that we or our employees, consultants, orindependent contractors have inadvertently or otherwise used or disclosed confidential information of these third parties or our employees’ former employers.Litigation may be necessary to defend against these claims, which could result in money damages or a judicial order prohibiting the use of certainintellectual property. Even if we are successful in defending against these claims, litigation could result in substantial cost and be a distraction to ourmanagement and employees.Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and otherrequirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with theserequirements.Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent.The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similarprovisions during the patent application process. Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other means inaccordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application,resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patentor patent application include failure to respond to official actions within prescribed time limits, non-payment of fees, and failure to properly legalize andsubmit formal documents. In any such event, our competitors might be able to enter the market, which would have a material adverse effect on our business.80 We may be required to pay certain milestones and royalties under our license agreements with third-party licensors.Under our current and future license agreements, we may be required to pay milestones and royalties based on our revenues, including sales revenues of ourproducts, utilizing the technologies licensed or sublicensed from third parties, including Caribou, Novartis and Regeneron, and these milestones and royaltypayments could adversely affect our ability to research, develop and obtain approval of product candidates, as well as the overall profitability for us of anyproducts that we may seek to commercialize. In order to maintain our license rights under these license agreements, we will need to meet certain specifiedmilestones, subject to certain cure provisions, in the development of our product candidates. Further, our licensors (or their licensors) or licensees maydispute the terms, including amounts, that we are required to pay under the respective license agreements. If these claims were to result in a material increasein the amounts that we are required to pay to our licensors, or in a claim of breach of the license, our ability to research, develop and obtain approval ofproduct candidates, or to commercialize products, could be significantly impaired.In addition, these agreements contain diligence milestones and we may not be successful in meeting all of the milestones in the future on a timely basis or atall. We will need to outsource and rely on third parties for many aspects of the clinical development, sales and marketing of our products covered underour license agreements. Delay or failure by these third parties could adversely affect the continuation of our license agreements with their third-partylicensors.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 ourbusiness may be adversely affected.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 businessmay be adversely affected. Our unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to beinfringing 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 amongpotential partners or future, potential customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, therebyimpeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademarkinfringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our unregistered trademarks or trade names.Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and tradenames, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rightsrelated to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs anddiversion of resources and could adversely impact our financial condition or results of operations.Risks Related to Our Common StockAn active trading market for our common stock may not be sustained.In May 2016, we closed our initial public offering. Prior to this offering, there was no public market for our common stock. Although we have completed ourinitial public offering and shares of our common stock are listed and trading on the Nasdaq Global Market, an active trading market for our shares may not besustained. If an active market for our common stock does not continue, it may be difficult for our stockholders to sell their shares without depressing themarket price for the shares or sell their shares at or above the prices at which they acquired their shares or sell their shares at the time they would like to sell.Any inactive trading market for our common stock may also impair our ability to raise capital to continue to fund our operations by selling shares and mayimpair our ability to acquire other companies or technologies by using our shares as consideration.81 The price of our common stock historically has been volatile, which may affect the price at which you could sell any shares of our common stock.The market price for our common stock historically has been highly volatile and could continue to be subject to wide fluctuations in response to variousfactors. This volatility may affect the price at which you could sell the shares of our common stock, and the sale of substantial amounts of our common stockcould adversely affect the price of our common stock. Our stock price is likely to continue to be volatile and subject to significant price and volumefluctuations in response to market and other factors, including: •the success of our or competing products or technologies; •results of clinical trials of our product candidates or those of our competitors; •developments or disputes concerning patent applications, issued patents or other intellectual property rights; •regulatory or legal developments in the U.S. and other countries; •the recruitment or departure of key personnel; •the level of expenses related to any of our product candidates or clinical development programs; •the results of our efforts to discover, develop, acquire or in-license additional product candidates or products; •actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; •variations in our financial results or the financial results of companies that are perceived to be similar to us; •sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a largenumber of shares intend to sell shares; •changes in the structure of healthcare payment systems; •market conditions in the pharmaceutical and biotechnology sectors; •public perception of the safety of genome editing based therapeutics; •general economic, industry and market conditions; and •the other factors described in this Risk Factors section.In addition, companies trading in the stock market in general, and in the Nasdaq Global Market in particular, have experienced extreme price and volumefluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors maynegatively affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in themarket, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costsand diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operationsand growth prospects.Our principal stockholders and management own a significant percentage of our stock and, if they choose to act together, will be able to control orexercise significant influence over matters subject to stockholder approval.As of December 31, 2018, our executive officers, directors, five percent or greater stockholders and their affiliates beneficially own approximately 61.8percent of our outstanding voting stock. These stockholders may have the ability to influence us through their ownership positions. These stockholders maybe able to determine all matters requiring stockholder approval. For example, these stockholders, acting together, may be able to control elections of directorsor approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers forour common stock that you may believe are in your best interest as one of our stockholders.82 We have broad discretion over the use of our cash and cash equivalents and may not use them effectively.Our management has broad discretion to use our cash and cash equivalents to fund our operations and could spend these funds in ways that do not improveour results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financiallosses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our productcandidates. Pending our use to fund operations, we may invest our cash and cash equivalents in a manner that does not produce income or that loses value.Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result inadditional dilution of the percentage ownership of stockholders and could cause our stock price to fall.The Company will need additional capital in the future to continue our planned operations in addition to the proceeds we received from our initial publicoffering in May 2016 and follow-on public offering in November 2017. To the extent we raise additional capital by issuing equity securities, ourstockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions atprices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction,investors may be materially diluted by subsequent sales. These sales may also result in material dilution to the Company’s existing stockholders, and newinvestors could gain rights superior to our existing stockholders.On October 12, 2018, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, in relation to the registration ofcommon stock, preferred stock, warrants and/or units of any combination thereof for the purposes of selling, from time to time, our common stock, convertiblesecurities or other equity securities in one or more offerings. We also simultaneously entered into an Open Market Sale Agreement (the “Sales Agreement”)with Jefferies LLC, (the “Sales Agent”), to provide for the offering, issuance and sale of up to an aggregate amount of $100.0 million of our common stockfrom time to time in “at-the-market” offerings under the Shelf Registration Statement and subject to the limitations thereof. The Company will pay to theSales Agent cash commissions of 3.0 percent of the gross proceeds of sales of common stock under the Sales Agreement. As of December 31, 2018,approximately $70.1 million in shares of common stock remain eligible for sale under the Sales Agreement. Sales of common stock, convertible securities orother equity securities by us or our stockholders under the Shelf Registration Statement may represent a significant percentage of our common stock currentlyoutstanding. If we or our stockholders sell, or the market perceives that we or our stockholders intend to sell, substantial amounts of our common stock underthe Shelf Registration Statement or otherwise, the market price of our common stock could decline significantly.In addition, sales of a substantial number of shares of our outstanding common stock in the public market could occur at any time. These sales, or theperception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our commonstock. Persons who were our stockholders prior to our IPO continue to hold a substantial number of shares of our common stock that many of them are nowable to sell in the public market. Significant portions of these shares are held by a relatively small number of stockholders. Sales by our stockholders of asubstantial number of shares, or the expectation that such sales may occur, could significantly reduce the market price of our common stock.83 Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us difficult, limit attempts by our stockholders toreplace or remove our current management and adversely affect our stock price.Provisions of our certificate of incorporation and by-laws may delay or discourage transactions involving an actual or potential change in our control orchange in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that ourstockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our stock. Among other things,the certificate of incorporation and by-laws: •permit the board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they maydesignate; •provide that the authorized number of directors may be changed only by resolution of the board of directors; •provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative voteof a majority of directors then in office, even if less than a quorum; •divide the board of directors into three classes; •provide that a director may only be removed from the board of directors by the stockholders for cause; •require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders, and maynot be taken by written consent; •provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors ata meeting of stockholders must provide notice in writing in a timely manner, and meet specific requirements as to the form and content of astockholder’s notice; •prevent cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any electionof directors to elect all of the directors standing for election, if they should so choose); •require that, to the fullest extent permitted by law, a stockholder reimburse us for all fees, costs and expenses incurred by us in connectionwith a proceeding initiated by such stockholder in which such stockholder does not obtain a judgment on the merits that substantiallyachieves the full remedy sought; •provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer (or president,in the absence of a chief executive officer) or by the board of directors; and •provide that stockholders will be permitted to amend the bylaws only upon receiving at least two-thirds of the total votes entitled to be castby holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, whichgenerally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period ofthree years following the date on which the stockholder became an “interested” stockholder.84 Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputesbetween 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 certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceedingbrought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware GeneralCorporation Law, our certificate of incorporation or our by-laws, any action to interpret, apply, enforce, or determine the validity of our certificate ofincorporation or bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit astockholder’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 maydiscourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisioncontained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving suchaction in other jurisdictions, which could adversely affect our business and financial condition.We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to new complianceinitiatives and corporate governance practices.As a public company, and particularly after we are no longer an “emerging growth company” under applicable SEC regulations, we incur significant legal,accounting and other expenses. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirementsof the Nasdaq Global Market and other applicable securities rules and regulations impose various requirements on public companies, includingestablishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personneldevote a substantial amount of time to these compliance initiatives.Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), we are required to furnish a report by our management on our internal controlover financial reporting. However, while we remain an emerging growth company, we are not required to include an attestation report on internal control overfinancial reporting issued by our independent registered public accounting firm. Under the statute, we cease to be an emerging growth company on the datethat is the earliest of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) December 31, 2020; (iii) thedate on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be alarge accelerated filer under the rules of the SEC. We will become a large accelerated filer for the fiscal year ending December 31, 2019, and as such we willlose emerging growth status on December 31, 2018. To achieve compliance with Section 404 within the prescribed period, we are engaged in a process todocument and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicateinternal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control overfinancial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented andimplement a continuous reporting and improvement process for internal control over financial reporting. If we identify one or more material weaknesses, itcould result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.85 Commencing December 31, 2018, we are no longer an “emerging growth company,” and the reduced disclosure requirements applicable to emerginggrowth companies no longer apply to us. As of June 30, 2018, the market value of our common stock that was held by non-affiliates exceeded $700 million, so we no longer qualify for emerginggrowth company status commencing December 31, 2018. As a large-accelerated filer, we are now subject to certain disclosure requirements that areapplicable to other public companies that were not been applicable to us as an emerging growth company. These requirements include: •compliance with the auditor attestation requirements in the assessment of our internal control over financial reporting; •compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firmrotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; •full disclosure obligations regarding executive compensation; and •compliance with the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of anygolden parachute payments not previously approved.If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and tradingvolume could decline.The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business.Securities and industry analysts may not publish an adequate amount of research on the Company, which may negatively impact the trading price for ourstock. In addition, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, ourstock price would likely decline. Further, if our operating results fail to meet the forecasts of analysts, our stock price would likely decline. If one or more ofthese analysts cease coverage of the Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stockprice and trading volume to decline.Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole sourceof gain.We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth anddevelopment of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, ifany, of our common stock will be your sole source of gain for the foreseeable future. We could be subject to significant legal proceedings which may adversely affect our results of operations or financial condition.We are subject to the risk of litigation, derivative claims, securities class actions, regulatory and governmental investigations and other proceedings,including proceedings arising from investor dissatisfaction with us or our performance. In the past, securities class action litigation has often been broughtagainst a company following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and pharmaceuticalcompanies have experienced significant stock price volatility in recent years. If any claims were brought against us and resulted in a finding of substantiallegal liability, the finding could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm tous, which could seriously adversely impact our business. Allegations of improper conduct by private litigants or regulators, regardless of veracity, may harmour reputation and adversely impact our ability to grow our business. If we face such litigation, it could result in substantial costs and a diversion ofmanagement’s attention and resources, which could harm our business.86 Changes in tax law may adversely affect our business and financial condition.The laws and rules dealing with U.S. federal, state and local income taxation are routinely being reviewed and modified by governmental bodies, officialsand regulatory agencies, including the Internal Revenue Service and the U.S. Treasury Department. Since the Company was founded in 2014, many suchchanges have been made and changes are likely to continue to occur in the future. For example, in December 2017, the U.S. president signed into law theTCJA that significantly reforms the Internal Revenue Code of 1986, as amended, or the Code. The TCJA, among other things, includes changes to U.S.federal tax rates, imposes significant additional limitations on the deductibility of interest and net operating loss carryforwards, allows for the expensing ofcapital expenditures, and effectuates the migration from a “worldwide” system of taxation to a territorial system. Our net deferred tax assets and liabilitieswere revalued in December 2017 at the then newly enacted U.S. corporate rate. We continue to examine the impact this tax reform legislation may have onour business. It cannot be predicted whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgatedor issued, that could result in an increase in our or our shareholders’ tax liability.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. Tothe extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire.As of December 31, 2018, we had federal and state net operating loss carryforwards of $128.2 million and $117.0 million, respectively, which begin to expirein 2034. As of December 31, 2018, we had federal and state research and development tax credit carryforwards of approximately $7.5 million and $4.8million, which begin to expire in 2034 and 2030, respectively. Our net deferred tax assets and liabilities have been revalued at the newly enacted U.S.corporate rate. Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentagepoint 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 operatingloss carryforwards, or NOLs, and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes maybe limited. We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of our initial publicoffering in May of 2016, follow-on offerings and/or subsequent shifts in our stock ownership (some of which shifts are outside our control). As a result, if weearn net taxable income, our ability to use our pre-change NOLs and R&D tax credits to offset such taxable income and income tax, respectively, could besubject to limitations. Similar provisions of state tax law may also apply. As a result, even if we attain profitability, we may be unable to use a materialportion of our NOLs and other tax attributes. Under the TCJA, net operating losses generated after December 31, 2017 are not subject to expiration.Item 1B.Unresolved Staff CommentsNone.87 Item 2.PropertiesOur headquarters are located at 40 Erie Street in Cambridge, Massachusetts, where we occupy approximately 65,000 square feet of office and laboratoryspace. This lease expires in November 2026, and we have an option to extend the term of the lease for an additional three years. In addition, we leaseapproximately 15,200 square feet of office and laboratory space at 130 Brookline Street in Cambridge, Massachusetts. This lease expires in January 2020,and we plan to execute our option to extend it through January 2025.Item 3.Legal ProceedingsIn the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation related to IP,commercial arrangements and other matters, including the matters described below. The outcome of any such legal proceedings, regardless of the merits, isinherently uncertain. In addition, litigation and related matters are costly and may divert the attention of our management and other resources that wouldotherwise be engaged in other activities. If we were unable to prevail in any such legal proceedings, our business, results of operations, liquidity and financialcondition could be adversely affected.Caribou Intellectual Property ArbitrationOn October 17, 2018, we initiated an arbitration proceeding with JAMS against Caribou asserting that Caribou is violating the terms and conditions ofthe license agreement entered into by the Company and Caribou in July 2014 (“Caribou License”), as well as other contractual and legal rights, by using andseeking to license to third parties two patent families relating to specific structural or chemical modifications of guide RNAs, that were purportedly inventedor controlled by Caribou, in our exclusive human therapeutic field. Under the Caribou License, Caribou granted to the Company a worldwide, exclusivelicense to all of Caribou’s IP relating to CRISPR/Cas9 technology for all therapeutic, prophylactic and palliative uses and applications for any or all diseasesand conditions in humans, with the sole exceptions of anti-microbial and/or anti-fungal applications. The license encompassed all CRISPR/Cas9 IPdeveloped or controlled by Caribou as of July 16, 2014 and through an IP cutoff date (January 30, 2018) that was necessary or useful for us to develop,manufacture or commercialize products in our field, as well as any technology developed by Caribou under a service agreement entered into by the Companyand Caribou in July 2014. Caribou has asserted that the two families of IP are outside the scope of our license. In accordance with the Caribou License, wehave submitted a demand for arbitration seeking a declaration that the disputed IP is included within the scope of our license under the Caribou License, anaward of compensatory, consequential and punitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou from licensing or using thisIP in our exclusive human therapeutics field, among other claims. The arbitration will take place in San Francisco, California.Item 4.Mine Safety DisclosuresNot applicable.88 PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOur common stock is traded on the Nasdaq Global Market under the symbol “NTLA”. As of February 22, 2019, the number of holders of record of our common stock was 28. The actual number of holders of our common stock is greater than thisnumber of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by othernominees. This holders of record number also does not include stockholders whose shares may be held in trust by other entities.DividendsWe have never declared or paid cash dividends on our capital stock. We intend to retain all of our future earnings, if any, to finance the growth anddevelopment of our business. We do not intend to pay cash dividends to our stockholders in the foreseeable future.Stock Performance GraphThe following graph shows a comparison from May 6, 2016, the first date that shares of our common stock were publicly traded, through December 31, 2018,of the cumulative total return on an assumed investment of $100.00 in cash in our common stock, the Nasdaq Composite Index and the NasdaqBiotechnology Index for the same period. Such returns are based on historical results and are not intended to suggest future performance. Data for the NasdaqComposite Index and the Nasdaq Biotechnology Index assume reinvestment of dividends. The performance graph in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities andExchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any ofour filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into sucha filing.Equity Compensation PlansThe information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this AnnualReport.89 Issuer Purchases of Equity SecuritiesWe did not purchase any of our registered equity securities during the period covered by this Annual Report.Item 6.Selected Financial DataThe following selected financial data has been derived from our consolidated financial statements. The information set forth below should be read inconjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and with our consolidated financialstatements and notes thereto included elsewhere in this document. Year Ended December 31, Period fromMay 7, 2014(inception) toDecember 31, 2018 2017 2016 2015 2014 (in thousands except per share data) Consolidated Statements of Operations Data: Collaboration revenue $30,434 $26,117 $16,479 $6,044 $- Operating expenses: Research and development 89,115 67,647 31,840 11,170 1,105 In-process research and development - - - - 6,055 General and administrative 32,189 28,025 16,798 8,283 2,379 Total operating expenses 121,304 95,672 48,638 19,453 9,539 Operating loss (90,870) (69,555) (32,159) (13,409) (9,539)Interest income 5,527 2,012 525 - - Loss before income taxes (85,343) (67,543) (31,634) (13,409) (9,539)Income tax benefit - - - 1,012 - Net loss $(85,343) $(67,543) $(31,634) $(12,397) $(9,539)Net loss per share or common unit, basic and diluted $(1.98) $(1.88) $(1.42) $(51.02) $(11.55)Weighted average shares or common units outstanding, basic and diluted 43,069 36,006 22,222 243 826 As of December 31, 2018 2017 2016 2015 2014 (in thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and marketable securities $314,059 $340,678 $273,064 $75,816 $9,845 Working capital (1) 284,405 323,471 250,576 66,931 7,775 Total assets 347,315 376,235 298,969 82,139 10,694 Deferred revenue 55,932 65,299 78,287 10,312 - Convertible preferred stock - - - 88,557 - Total stockholders' equity 277,920 300,597 209,837 (21,201) 7,566 (1)We define working capital as current assets less current liabilities.90 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOur management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements includedin this Annual Report on Form 10-K, which have been prepared by us in accordance with U.S. generally accepted accounting principles, or GAAP, and withRegulation S-X promulgated under the Securities Exchange Act of 1934, as amended. This discussion and analysis should be read in conjunction with theseconsolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. Some of the information contained in thisdiscussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for ourbusiness, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in Part I,Item 1A. Risk Factors of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.Management OverviewIntellia Therapeutics, Inc. (“we,” “us,” “our,” “Intellia,” or the “Company”) is a leading genome editing company focused on developing curativetherapeutics utilizing a biological tool known as CRISPR/Cas9, which stands for Clustered, Regularly Interspaced Short Palindromic Repeats(“CRISPR”)/CRISPR associated 9 (“Cas9”). This is a technology for genome editing, the process of altering selected sequences of genomic deoxyribonucleicacid (“DNA”). We believe that CRISPR/Cas9 technology has the potential to transform medicine by editing disease-associated genes with a single treatmentcourse, and it can also be used to create novel engineered cell therapies that can replace a patient’s diseased cells or effectively target various cancers andautoimmune diseases. We leverage our leading scientific expertise, clinical development experience and intellectual property (“IP”) position to unlock abroad set of therapeutic applications for CRISPR/Cas9 genome editing and to develop a potential new class of therapeutic products.We aim to build a long-term company to fulfill our mission to develop curative genome editing treatments that can positively transform the lives of peopleliving with severe and life-threatening disease. We believe we can deliver on our mission and provide long-term benefits for all of our stakeholders byfocusing on the following key elements - •Develop curative CRISPR/Cas9 based medicines. •Advance our science to help more patients. •Foster an environment that is the best place to make therapies; and •Focus on long-term sustainability.Our strategy is to build a full-spectrum genome editing company, by leveraging our CRISPR/Cas9 platform across two areas: in vivo applications, in whichCRISPR/Cas9 is the therapy, delivered to target cells within the body; and ex vivo applications, in which CRISPR/Cas9 creates the therapy of engineeredhuman cells. All of our revenue to date has been collaboration revenue. Since our inception and through December 31, 2018, we have raised an aggregate ofapproximately $561.0 million to fund our operations, of which $135.5 million was through our collaboration agreements, $170.5 million was from our initialpublic offering and concurrent private placements, $141.0 million was from a follow-on offering, $29.0 million was from an at-the-market offering and $85.0million was from the sale of convertible preferred stock.The breadth of our CRISPR/Cas9 platform and delivery technology allows us to pursue a multitude of therapeutic targets/clinical indications. Specifically,we can target diseases that have the potential to be addressed by directly editing specific genes (i.e., gene knockout, repair, or insertion) as well as diseasesthat may be targeted by genetically engineered cell therapies. The successful treatment of these disorders may require various types of genome edits,CRISPR/Cas9 elements and DNA templates. We have assembled multiple in vivo and engineered cell therapy capabilities into an early pipeline that reflectsour full-spectrum approach and leverages the modularity inherent in our platform.91 Our pipeline includes in vivo proprietary programs targeting genetic diseases, including transthyretin amyloidosis (“ATTR”), which we are co-developingwith Regeneron Pharmaceuticals, Inc. (“Regeneron”), alpha-1 antitrypsin deficiency (“AATD”), and other disorders such as primary hyperoxaluria (“PH1”).Our ex vivo programs consist of two separate efforts: 1) a set of proprietary programs focused on engineered cell therapies to treat various cancers andautoimmune diseases, and 2) partnered programs developed in collaboration with Novartis Institutes for BioMedical Research, Inc. (“Novartis” or “NIBR”),focused on chimeric antigen receptor T cells (“CAR-T cells”), hematopoietic stem cells (“HSCs”), the stem cells from which all of the various types of bloodcells originate, and stem cells in the eye, or ocular stem cells (“OSCs”).Our PipelineOur current pipeline includes in vivo and ex vivo programs. Our in vivo programs focus on treating diseases attributable to genes expressed in the liver thathave significant unmet medical needs – ATTR (which we are co-developing with Regeneron), AATD, and PH1. Delivery plays a key role in our invivo therapeutic approach. We have shown in animal models that our proprietary lipid nanoparticle (“LNP”) delivery technology, which encapsulates thetherapeutic Cas9 mRNA and gRNA into LNPs, can systemically deliver these therapeutic components to the liver.For ex vivo applications, our wholly owned programs focus on next-generation, engineered cell therapy solutions that utilize antigen specific TCRs. Our goalfor the ex vivo pipeline is to move from autologous to allogeneic therapies, and from blood to solid tumors. Our other ex vivo programs, which are partneredwith Novartis, use CRISPR/Cas9 to research potentially allogeneic CAR-T cell therapies, as well as engineered HSC and OSC product candidates.We believe our full spectrum approach to in vivo and ex vivo programs positions us to build a pipeline across a wide range of indications.The following table summarizes the status of our most advanced programs: In Vivo Programs Our initial in vivo indications target genetic liver diseases, including ATTR, AATD and PH1. Our current efforts on in vivo delivery focus on the use of LNPsfor delivery of the CRISPR/Cas9 complex to the liver. 92 Transthyretin Amyloidosis – (“ATTR”)ATTR is a progressive and fatal disorder resulting from deposition of insoluble amyloid fibrils into multiple organs and tissues leading to systemic failure.Blood-borne transthyretin protein (“TTR”) is produced by hepatocytes and normally circulates as a soluble homotetramer that facilitates transport of vitaminA, via retinol binding protein (“RBP”), as well as the thyroid hormone, thyroxine. Mutations in the TTR gene lead to the production of TTR proteins that aredestabilized in their tetramer form. These tetramers more readily dissociate into the monomeric form, and thence to an aggregative form that results inamyloid deposits in tissues. These deposits cause damage in those tissues, resulting in a disorder known as hereditary TTR amyloidosis (“hATTR”). Over 120different genetic mutations are currently known to cause hATTR.Deposits of TTR amyloid in the heart, nerves, and/or other tissues can lead to diverse symptoms, often including peripheral neuropathy and/orcardiomyopathy. Historically, hereditary TTR amyloidosis with peripheral neuropathy (“hATTR-PN”) was known as familial amyloidotic polyneuropathy(“FAP”), whereas hereditary TTR amyloidosis with cardiomyopathy (“hATTR-CM”) was known as familial amyloidotic cardiomyopathy (“FAC”). Typicalonset of disease symptoms is during adulthood and can be fatal within two to 15 years. Estimates suggest that approximately 50,000 patients suffer fromhATTR worldwide.In addition to the hereditary forms described above, ATTR can also develop spontaneously in the absence of any TTR gene mutation. This wildtype disease(“wtATTR”), also known as senile systemic amyloidosis, is increasingly being recognized as a significant and often undiagnosed cause of heart failure in theelderly and is the subject of active investigation. Recent estimates suggest that, globally, between 200,000 and 500,000 people may suffer from wildtypeTTR amyloidosis with cardiomyopathy (“wtATTR-CM”). Alpha-1 Antitrypsin Deficiency – (“AATD”) AATD is an inherited genetic disorder that may cause lung and/or liver disease. The lung disease may result in chronic obstructive pulmonary disease(“COPD”), a progressive disorder that causes substantial morbidity and mortality. The liver disease, which is less common, is characterized by inflammationand cirrhosis of the liver. In the United States (“U.S.”), an estimated 60,000 to 100,000 people have AATD, which is the result of a mutation inthe SERPINA1 gene that normally produces alpha-1 antitrypsin (“A1AT”) protein that is secreted into the blood. A1AT is a protease inhibitor that blocks theactivity of various enzymes such as neutrophil elastase, which is an enzyme that fights infections, but when not adequately controlled by A1AT, can attacknormal tissues, such as lung tissue. The most common form of AATD arises when a patient has a mutation in both copies of the SERPINA1 gene, which causes A1AT to aggregate inside liverhepatocytes, rather than being secreted from the liver. The inability to secrete A1AT from the liver leaves the lung unprotected from neutrophil elastase andcan result in pulmonary disease. The pulmonary consequences of AATD can sometimes culminate in COPD. Estimates suggest that between one and twopercent of all cases of COPD in the U.S. have AATD as the underlying cause. In some instances of the disease, A1AT accumulates in the liver, causing liverinflammation and cirrhosis, which leads to liver damage, scarring and in the most severe cases, liver failure or cancer. Liver disease associated with AATD isdiagnosed from infancy to adulthood, whereas lung disease is most common in adult patients.Primary hyperoxaluria type 1 – (“PH1”)The primary hyperoxalurias are a group of autosomal recessive disorders that are associated with the overproduction of oxalate, a highly insoluble end-product of metabolism that is excreted almost entirely by the kidneys. The overproduction of oxalate leads to the recurrent formation of kidney and bladderstones as well as progressive renal damage (caused by a combination of nephrotoxicity induced by oxalate, obstructions caused by kidney stones and oftensuperimposed infection). This progressive renal damage typically results in chronic kidney disease and ultimately end stage renal disease (“ESRD”).93 Primary hyperoxaluria type 1 (“PH1”), one of three types of primary hyperoxaluria, is caused by a deficiency of the liver-specific peroxisomal enzymealanineglyoxylate aminotransferase (“AGT”), which results in the accumulation of glyoxylate and excessive production of both oxalate and glycolate. PH1 isthe most common form of primary hyperoxaluria, accounting for approximately 80 percent of cases, and it has an estimated prevalence of 1-3 cases permillion population. PH1 can occur at almost any age, but typically presents during childhood. While kidney stone formation is often the first sign of disease,20 to 50 percent of patients have advanced chronic kidney disease or even ESRD at the time of diagnosis. Data from the Rare Kidney Stone Consortiumindicate that the median age at diagnosis of ESRD is 24 years, highlighting the progressive nature the disease.Ex Vivo ProgramsWe are independently researching and developing proprietary engineered cell therapies to treat various oncological and autoimmune diseases, for exampleTCR-engineered T cells for immuno-oncology applications and engineered regulatory T cells for autoimmune disorders. Our diverse product strategyincludes multiple elements. In particular: •We seek to develop allogeneic cellular therapies, which are those derived from unmatched donors and modified outside of the human bodyto allow them to be administered to an unrelated patient. •Outside our Novartis collaboration, we are exploring non-CAR-T cellular approaches that use immune cells, including T cells expressingrecombinant TCRs, for oncology indications. For example, in our existing collaboration with OSR, we are identifying optimized TCRsrecognizing a tumor target that could be used to treat certain cancers. •We are also exploring methods to apply CRISPR/Cas9 editing to CD4 cells to induce a non-reverting regulatory T cell phenotype, to createtherapies that address auto-immune diseases.For our ex vivo programs requiring delivery to isolated cells such as HSCs or T cells, we initially plan to deliver the CRISPR/Cas9 complex byelectroporation. We are also exploring alternative technologies that may provide advantages in delivery efficiency or cell viability.Acute myeloid leukemia (“AML”)AML includes a heterogenous group of blood cancers arising from the malignant expansion of hematopoietic cells of the myeloid lineage. AML isassociated with weakness, fatigue, and bleeding resulting from the depletion of healthy myeloid cells, and is typically rapidly progressive and fatal withoutimmediate treatment. AML is an aggressive and hard-to-treat cancer, resulting in an overall 5-year survival of less than 30 percent. AML is the most commonacute leukemia in adults and is associated with the largest number of annual deaths from leukemia in the U.S. Specifically, it is estimated that there will beapproximately 20,000 new cases of AML in the U.S. in 2019 as well as more than 10,000 deaths. While AML can occur at any age, the prevalence of thedisease increases with age, resulting in a median age at diagnosis of 67 years.CAR-T Cell, HSC and OSC Research Collaboration with NovartisUnder our collaboration agreement with Novartis, we received an upfront technology access payment from Novartis of $10.0 million, and we are entitled toreceive up to an additional $40.0 million, in aggregate, in additional technology access fees and research payments during the five-year collaboration term,subject to certain credits and adjustments in favor of Novartis. In addition, we received a $10.0 million payment relating to the expansion of thecollaboration to include OSCs. Further, we are eligible to earn up to $230.3 million in development, regulatory and sales-based milestone payments and mid-single-digit royalties, in each case, on a per-product basis for the products developed by Novartis, subject to certain target-based limitations. For moreinformation regarding our ongoing collaboration with Novartis, see the section below entitled “Collaborations—Novartis.”94 CAR-T cell ProgramIn 2017, the first CAR-T cell products, including Novartis’ Kymriah, were approved by the FDA to treat certain oncological indications such as pediatricacute lymphoblastic leukemia (“ALL”) and Non-Hodgkins Lymphoma (“NHL”). Additional therapies are being developed for blood cancers such as AML,multiple myeloma (“MML”) and chronic lymphocytic leukemia (“CLL”), as well as several other solid-tumor cancers. In CAR-T cell therapy, naturally-occurring immune cells, specifically T cells, are modified ex vivo by inserting a CAR into the T cells, thereby redirecting their response towards cancer cells.CAR-T cell products can benefit from the application of CRISPR/Cas9 in multiple ways. •CRISPR/Cas9 could be used to create a universal donor CAR-T cell by knocking out cell surface markers that cause a patient’s immunesystem to recognize another person’s cells as foreign. Allowing multiple patients to be treated using cells from a single donor couldsignificantly streamline manufacturing and make CAR-T cell therapy more widely accessible. •CRISPR/Cas9 could be used to modify the T cells to enhance their survival or activity against cancer cells. •CRISPR/Cas9 could be used to introduce the CAR into a precise location in the genome with a specific integrated copy number, as opposedto the current method involving semi-random integration, thus potentially improving the safety profile of the resulting cells. •CRISPR/Cas9 could be used to knock out one or more of the proteins believed to be responsible for certain serious side effects that can resultin dangerously high fevers or severe loss of blood pressure.We could potentially combine two or more of these approaches to further enhance CAR-T cell therapy.HSC ProgramHSCs are the stem cells from which all of the various types of blood cells originate. The HSCs present in transplanted bone marrow, mobilized peripheralblood or cord blood can repopulate a patient’s blood system. There are multiple potential opportunities for treating patients using engineered HSCs,including treating three common classes of blood-related disorders, such as hemoglobin disorders, including sickle cell disease and beta thalassemia; primaryimmune deficiencies, such as X-linked severe combined immunodeficiency; and bone marrow failures, such as Fanconi anemia. There are limited treatmentoptions available for these types of blood disorders, and available options typically require chronic blood transfusions or bone marrow transplants. Theseprocedures are associated with significant risk, including mortality. We believe the CRISPR/Cas9 system can be used to potentially provide curative benefitsby correcting the underlying genetic defect in blood cells of patients with these disorders. In additional applications, normal HSCs may be engineered exvivo using CRISPR/Cas9 to express a therapeutic protein, which is then administered to patients in need of that protein.Challenges of developing stem cell products can include the relatively low quantity of available cells for treatment and a limited ability to expand HSCs exvivo. We expect to counter these challenges, if necessary, by employing a proprietary small molecule for HSC expansion to which Novartis has granted usrights. This small molecule could allow us to generate larger numbers of HSCs for re-implantation in patients after editing. We expect that the application ofthis technology will improve the performance of the blood cell graft and improve patient outcomes and recovery times as more therapeutic cells can beadministered.We are pursuing a number of potential gene targets and therapeutic indications in collaboration with Novartis. Under our collaboration with Novartis, we andNovartis each have the right to designate a fixed number of HSC therapeutic targets during multiple selection windows, with Novartis having the right of firsttarget selections. Our selection criteria for development programs include, among others, disease severity, existing treatment options, delivery efficiency, thenature of the genetic edit required and the expected performance of cells modified by the procedure.95 CollaborationsNovartisAs described in “Collaborations—Novartis Institutes for BioMedical Research, Inc.,” in December 2014, we entered into a strategic collaboration agreementwith Novartis primarily focused on the development of new ex vivo CRISPR/Cas9-edited therapies using CAR-T cells and HSCs. In December 2018, weentered into an amendment to this agreement with Novartis which expands the scope of the Novartis agreement to include the ex vivo development ofCRISPR/Cas9-based cell therapies using limbal stem cells, a type of ocular stem cell, primarily against gene targets selected by Novartis in exchange for aone-time payment of $10.0 million which we received in December 2018. Through December 31, 2018, we had recorded a total of $53.4 million in cash and accounts receivable under the Novartis agreement. Through December 31,2018, we have recognized $38.9 million of collaboration revenue, including $10.3 million, $9.3 million and $7.8 million in the years ended December 31,2018, 2017 and 2016, respectively, in the consolidated statements of operations related to this agreement. As of each of the periods ended December 31,2018 and 2017, we had accounts receivable of $6.0 million related to this agreement. As of December 31, 2018 and 2017, we had deferred revenue of $14.5million and $11.2 million, respectively, related to this agreement.RegeneronAs described in “Collaborations—Regeneron Pharmaceuticals, Inc.,” in April 2016, we entered into a license and collaboration agreement with Regeneron.The agreement includes a product development component under which the parties will research, develop and commercialize CRISPR/Cas-based therapeuticproducts primarily focused on genome editing in the liver as well as a technology collaboration component, pursuant to which we and Regeneron willengage in research and development activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology toenhance our genome editing platform. Under this agreement, we also may access the Regeneron Genetics Center and proprietary mouse models to beprovided by Regeneron for a limited number of our liver programs.Through December 31, 2018, we have recorded a $75.0 million upfront payment and $12.1 million for research and development services under theRegeneron agreement. Through December 31, 2018, we have recognized $45.6 million of collaboration revenue, including $20.1 million, $16.8 million and$8.7 million in the years ended December 31, 2018, 2017 and 2016, respectively. This includes $7.5 million, $4.1 million, and $0.5 million representingpayments due from Regeneron pursuant to the ATTR Co-Development and Co-Promotion Agreement (“Co/Co”), which is accounted for under ASU No.2018-18, Collaborative Arrangements (“ASC 808”). As of December 31, 2018 and 2017, we had accounts receivable of $1.5 million and $4.5 million,respectively, and deferred revenue of $41.4 million and $54.1 million, respectively, related to this agreement.Financial OverviewCollaboration RevenueOur revenue consists of collaboration revenue, including amounts recognized related to upfront technology access payments for licenses, technology accessfees, research funding and milestone payments earned under our collaboration and license agreements with Novartis and Regeneron.Research and DevelopmentResearch and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits,which includes equity-based compensation, for full-time research and development employees, facility-related expenses, overhead expenses, reagents, labsupplies, consumables and contract research services.96 General and AdministrativeGeneral and administrative expenses consist primarily of salaries and benefits, including equity-based compensation, for our executive, finance, legal,business development and support functions. Also included in general and administrative expenses are allocated facility-related costs not otherwise includedin research and development expenses, travel expenses and professional fees for auditing, tax and legal services, including intellectual property (“IP”)-relatedlegal services, and other consulting fees and expenses.Interest IncomeInterest income is income earned on our cash equivalents and short-term marketable securities.Results of OperationsComparison of Years Ended December 31, 2018 and 2017The following table summarizes our results of operations for the years ended December 31, 2018 and 2017: Year Ended December 31, Period-to- 2018 2017 Period Change Collaboration revenue $30,434 $26,117 $4,317 Operating expenses: Research and development 89,115 67,647 21,468 General and administrative 32,189 28,025 4,164 Total operating expenses 121,304 95,672 25,632 Operating loss (90,870) (69,555) (21,315)Interest income 5,527 2,012 3,515 Net loss $(85,343) $(67,543) $(17,800) Collaboration RevenueCollaboration revenue increased $4.3 million to $30.4 million during the year ended December 31, 2018, as compared to $26.1 million during the yearended December 31, 2017. The increase in collaboration revenue during the year ended December 31, 2018 is primarily related to increased research anddevelopment services related to our ATTR program with Regeneron, increasing to $7.5 million during the year ended December 31, 2018 as compared to$4.1 million during the year ended December 31, 2017. Additionally, collaboration revenue increased $0.7 million in 2018 over 2017 due to an amendmentto the Novartis collaboration agreement signed in December 2018.During the years ended December 31, 2018 and 2017, collaboration revenue consisted of amounts recognized from deferred revenue related to an upfrontpayment received and amounts for research and development services under the Regeneron collaboration as well as amounts recognized from deferredrevenue related to upfront technology access payments for licenses, technology access fees and research funding under the Novartis collaboration.Research and DevelopmentResearch and development expenses increased $21.5 million to $89.1 million during the year ended December 31, 2018, as compared to $67.6 millionduring the year ended December 31, 2017. This increase is primarily related to an increase in research and development expenses of $9.3 million related tolaboratory supplies, research materials and contract services for the further advancement of our early-stage research programs; an increase in personnel-relatedcosts of $8.7 million, which includes equity-based compensation expense, driven by our growth in headcount; $1.4 million in depreciation on labequipment; and $1.1 million in lab-related software maintenance and services.During 2019, we expect research and development expenses to increase as we continue to grow our research and development team and advance our ATTRprogram towards clinical development.97 General and AdministrativeGeneral and administrative expenses increased $4.2 million to $32.2 million during the year ended December 31, 2018, as compared to $28.0 million duringthe year ended December 31, 2017. This increase was primarily related to an increase of $2.7 million in personnel-related costs, which includes equity-basedcompensation expense, as we grew in headcount; an increase of $0.7 million in legal fees which were principally related to IP matters; and an increase of $0.4million in office-related expenses primarily consisting of software maintenance and office services.Interest IncomeInterest income increased by $3.5 million to $5.5 million during the year ended December 31, 2018 as compared to $2.0 million during the year endedDecember 31, 2017. The increase in interest income year over year was primarily caused by an increase in our average cash balance, including cashequivalents and short-term marketable securities, year over year, as well as rising interest rates in 2018. Comparison of Years Ended December 31, 2017 and 2016The following table summarizes our results of operations for the years ended December 31, 2017 and 2016: Year Ended December 31, Period-to- 2017 2016 Period Change Collaboration revenue $26,117 $16,479 $9,638 Operating expenses: Research and development 67,647 31,840 35,807 General and administrative 28,025 16,798 11,227 Total operating expenses 95,672 48,638 47,034 Operating loss (69,555) (32,159) (37,396)Interest income 2,012 525 1,487 Net loss $(67,543) $(31,634) $(35,909) Collaboration RevenueCollaboration revenue increased $9.6 million to $26.1 million during the year ended December 31, 2017, as compared to $16.5 million during the yearended December 31, 2016. The increase in collaboration revenue during the year ended December 31, 2017 is primarily related to the recognition of amountsunder the Regeneron collaboration for a full year, including increased research and development services, as well as timing of the collaborations and therelated commencement of amortization of the deferred revenue balances.Research and DevelopmentResearch and development expenses increased $35.8 million to $67.6 million during the year ended December 31, 2017, as compared to $31.8 millionduring the year ended December 31, 2016. This increase is primarily driven by our growth in headcount and the further advancement of our early-stageresearch programs, collectively resulting in increases in salaries and related compensation expenses, facilities-related expenses as we moved into our newoffice space at the end of 2016 and invested in laboratory equipment through 2017, as well as laboratory supplies and research materials.General and AdministrativeGeneral and administrative expenses increased by $11.2 million to $28.0 million during the year ended December 31, 2017, as compared to $16.8 millionduring the year ended December 31, 2016. This increase is primarily related to increased salary and related headcount-based expenses, including equity-based compensation expense, as we grew in headcount, as well as increased facilities-related expenses as we moved into our new office space at the end of2016.98 Interest IncomeInterest income increased by $1.5 million to $2.0 million during the year ended December 31, 2017 as compared to $0.5 million during the year endedDecember 31, 2016. This increase was caused by an increase in our average cash balance, including cash equivalents, year over year.Liquidity and Capital ResourcesSince our inception through December 31, 2018, we have raised an aggregate of $561.0 million to fund our operations, of which $135.5 million was throughour collaboration agreements, $170.5 million was from our initial public offering and concurrent private placements, $141.0 million was from a follow-onpublic offering, $29.0 million was from an at-the-market offering and $85.0 million was from the sale of convertible preferred stock. As of December 31,2018, we had $314.1 million in cash, cash equivalents and marketable securities.We are entitled to receive technology access fees and research payments under our collaboration with Novartis and are also eligible to earn a significantamount of milestone payments and royalties, in each case, on a per-product basis under our collaboration with Novartis and on a per-target basis under ourcollaboration with Regeneron. Our ability to earn these milestones and the timing of achieving these milestones is dependent upon the outcome of ourresearch and development activities and is uncertain at this time. Our rights to payments under our collaboration agreements are our only committed externalsource of funds.On October 12, 2018, we filed the Shelf Registration Statement with the SEC in relation to the registration of common stock, preferred stock, warrants and/orunits of any combination thereof for the purposes of selling, from time to time, our common stock, convertible securities or other equity securities in one ormore offerings. We also simultaneously entered into the Sale Agreement with the Sales Agent, to provide for the offering, issuance and sale of up to anaggregate amount of $100.0 million of our common stock from time to time in “at-the-market” offerings under the Shelf Registration Statement and subjectto the limitations thereof. On November 15, 2018, we issued 1,659,300 shares of our common stock at $18.00 per share in accordance with the SalesAgreement for net proceeds of $28.5 million, after payment of cash commissions of 3.0 percent of the gross proceeds to the Sales Agent and approximately$0.4 million related to legal, accounting and other fees in connection with the sale.Funding RequirementsOur primary uses of capital are, and we expect will continue to be, research and development contracted services, compensation and related expenses,laboratory and office facilities, research supplies, legal and other regulatory expenses, patent prosecution filing and maintenance costs for our licensed IP andgeneral overhead costs. During 2019, we expect our expenses to increase compared to prior periods in connection with our ongoing activities, particularly aswe continue our research activities and initiate early development activities.Because our research programs are still in preclinical development and the outcome of these efforts is uncertain, we cannot estimate the actual amountsnecessary to successfully complete the development and commercialization of any future product candidates or whether, or when, we may achieveprofitability. Until such time as we can generate substantial product revenues, if ever, we expect to finance our ongoing cash needs through equity financingsand collaboration arrangements. We are entitled to technology access fees and research payments under our collaboration with Novartis and received costreimbursements from Regeneron for the ATTR program. Additionally, we are eligible to earn milestone payments and royalties, in each case, on a per-productbasis under our collaboration with Novartis and on a per-target basis under our collaboration with Regeneron. Except for these sources of funding, we will nothave any committed external source of liquidity. To the extent that we raise additional capital through the future sale of equity, the ownership interest of ourstockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existingstockholders. If we raise additional funds through collaboration arrangements in the future, we may have to relinquish valuable rights to our technologies,future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds throughequity financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grantrights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.99 OutlookBased on our research and development plans and our expectations related to the progress of our programs, we expect that our cash, cash equivalents andmarketable securities as of December 31, 2018, as well as technology access, research and cost reimbursement funding from Novartis and Regeneron, willenable us to fund our ongoing operating expenses and capital expenditures into the first half of 2021, excluding any potential milestone payments orextension fees that could be earned and distributed under the collaboration agreements with Novartis and Regeneron or any strategic use of capital notcurrently in the base case planning assumptions. We have based this estimate on current assumptions that may prove to be wrong, and we could use ourcapital resources sooner than we expect.Our ability to generate revenue and achieve profitability depends significantly on our success in many areas, including: developing our deliverytechnologies and our CRISPR/Cas9 technology platform; selecting appropriate product candidates to develop; completing research and preclinical andclinical development of selected product candidates; obtaining regulatory approvals and marketing authorizations for product candidates for which wecomplete clinical trials; developing a sustainable and scalable manufacturing process for product candidates; launching and commercializing productcandidates for which we obtain regulatory approvals and marketing authorizations, either directly or with a collaborator or distributor; obtaining marketacceptance of our product candidates; addressing any competing technological and market developments; negotiating favorable terms in any collaboration,licensing, or other arrangements into which we may enter; maintaining good relationships with our collaborators and licensors; maintaining, protecting, andexpanding our portfolio of IP rights, including patents, trade secrets, and know-how; and attracting, hiring, and retaining qualified personnel.Cash FlowsThe following is a summary of cash flows for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 (In millions) Net cash (used in) provided by operating activities $(61.3) $(65.3) $36.1 Net cash used in investing activities (260.8) (10.1) (6.2)Net cash provided by financing activities 40.2 143.0 167.3 Net cash (used in) provided by operating activitiesNet cash used in operating activities of $61.3 million during the year ended December 31, 2018 primarily reflects increased spend in our research anddevelopment and general and administrative activities, offset in part by the receipt of $29.4 million in payments from our collaboration partners, Novartisand Regeneron. Net cash used in operating activities of $65.3 million during the year ended December 31, 2017 primarily reflects increased spend in ourresearch and development and general and administrative activities, offset in part by the receipt of $9.0 million in additional payments from Novartis. Netcash provided by operating activities of $36.1 million during the year ended December 31, 2016 primarily reflects the receipt of a $75.0 million upfrontpayment under our collaboration with Regeneron and $4.0 million in additional payments from Novartis, offset in part by spend in our research anddevelopment and general and administrative activities as well as the payment of a $2.2 million security deposit for our new office and laboratory facilities inCambridge, Massachusetts.Net cash used in investing activitiesDuring the years ended December 31, 2018, 2017 and 2016, our investing activities used net cash of $260.8 million, $10.1 million and $6.2 million,respectively. The primary use of cash in the year ended December 31, 2018 was for the purchase of marketable securities amounting to $254.6 million.Additionally, the use of cash in all periods relate to purchases of property and equipment as we grow our operations and build out our office and laboratoryfacilities. The increase in net cash used in investing activities in the year ended December 31, 2018 as compared with the same period in 2017 is primarilydue to a change to our investment policy in late 2018, allowing for investment in marketable securities. This change in policy resulted in $255.2 millionbeing shown as marketable securities on our December 31, 2018 balance sheet. The increase in the year ended December 31, 2017 as compared with the sameperiod in 2016 is primarily due to purchases and build-out in early 2017 related to the move to our new corporate office in December 2016.100 Net cash provided by financing activitiesNet cash provided by financing activities of $40.2 million during the year ended December 31, 2018 includes $28.5 million in net proceeds from an at-the-market offering, $10.7 million in cash received from the exercise of stock options and $1.0 million in cash received from the issuance of shares through ouremployee stock purchase plan. Net cash provided by financing activities of $143.0 million during the year ended December 31, 2017 includes $141.0million in proceeds from a follow-on public offering, $1.2 million in cash received from the exercise of stock options and $0.8 million in cash received fromthe issuance of shares through our employee stock purchase plan. Net cash provided by financing activities of $167.3 million during the year endedDecember 31, 2016 includes $170.5 million in proceeds from our initial public offering and concurrent private placements, offset in part by the payment ofoffering costs and amounts paid that were allocated to the value of the IP licensed from Caribou Biosciences, Inc. (“Caribou”).Contractual ObligationsThe following summarizes our contractual obligations as of December 31, 2018: Payments Due by Period Total Less than 1Year 1 to 3Years 3 to 5Years More than 5Years (In millions) Property leases $19.9 $5.5 $10.5 $3.9 $- Other arrangements 6.1 6.1 - - - The amounts reported for property leases represent future minimum lease payments under non-cancelable operating leases in effect as of December 31, 2018.The minimum lease payments do not include common area maintenance charges or real estate taxes. We enter into agreements in the normal course of business with certain vendors for supply manufacturing, preclinical research studies and other services andproducts for operating purposes. These contractual obligations are generally cancelable at any time by us, upon prior written notice to the vendor, and arethus not included in the contractual obligations table. In addition, we are also party to other license agreements, which include contingent payments. However, contingent payments related to these licenseagreements are not disclosed as the satisfaction of these contingent payments is uncertain at December 31, 2018 and, if satisfied, the timing of payment forthese amounts was not reasonably estimable at December 31, 2018. Commitments related to the license agreements include contingent payments that willbecome payable if and when certain development, regulatory and commercial milestones are achieved. Other contractual obligationsThe contractual obligations table does not include any potential future pass-through milestone payments of up to $26.4 million or royalty payments we maybe required to make under the Caribou license agreement, through which we have received rights to certain CRISPR/Cas9 IP for a specified field of humantherapeutic applications, due to the uncertainty of the occurrence of the events requiring payment under that agreement. The table also excludes ourobligation to pay 30.0 percent of Caribou’s patent prosecution filing and maintenance costs for licensed IP as such costs cannot be reliably estimated untilincurred.101 Critical Accounting Policies and Use of EstimatesOur management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which havebeen prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these consolidated financial statements requires usto make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities asof the date of the balance sheets and the reported amounts of collaboration revenue and expenses during the reporting periods. We base our estimates onhistorical experience and on various other assumptions that we believe to be reasonable under the circumstances at the time such estimates are made. Actualresults and outcomes may differ materially from our estimates, judgments and assumptions. We periodically review our estimates in light of changes incircumstances, facts and experience. The effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from thedate of the change in estimate.We define our critical accounting policies as those accounting principles generally accepted in the U.S. that require the most significant estimates andjudgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations as well as the specificmanner in which we apply those principles. We believe the critical accounting policies used in the preparation of our consolidated financial statementswhich require significant estimates and judgments are as follows:Revenue Recognition We adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and its related amendments (collectively known as “ASC 606”) on January1, 2018 using the modified retrospective method. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for2017 and 2016 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605” or “legacy GAAP”). The adoption of ASC 606 represents achange in accounting principle that will more closely align revenue recognition with the delivery of our goods and services and will provide financialstatement readers with enhanced disclosures. At inception, we determine whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration towhich we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps (i)identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate thetransaction price to the performance obligations in the contract; and (v) recognize revenue when or as we satisfy a performance obligation. We only apply thefive-step model to contracts when we determine that collection of substantially all consideration for goods and services that are transferred is probable basedon the customer’s intent and ability to pay the promised consideration. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable ofbeing distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, we apply judgment todetermine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, thepromised goods and services are accounted for as a combined performance obligation. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods and services to the customer.To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in thetransaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration.Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under thecontract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes.Determining the transaction price requires significant judgment, which is discussed in further detail for each of our collaboration agreements in Note 7. Inaddition, neither of our contracts as of December 31, 2018 contained a significant financing component. 102 If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that containmultiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basisunless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of asingle performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone sellingprices. We typically determine standalone selling prices using an adjusted market assessment approach model. We satisfy performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receivesand consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as theasset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceableright to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation issatisfied at a point in time by transferring the control of a promised good or service to a customer. As of December 31, 2018, our only revenue recognized is related to collaboration agreements with third parties. As discussed in further detail in Note 7, weenter into out-licensing agreements which are within the scope of ASC 606, under which we license certain rights to our product candidates to third parties.The terms of these arrangements typically include payment to us of one or more of the following: nonrefundable, upfront fees; development, regulatory, andcommercial milestone payments; research and development funding payments; and royalties on the net sales of licensed products. Each of these paymentsresults in collaboration revenues, except for revenues from royalties on the net sales of licensed products, which are classified as royalty revenues. Licenses of intellectual property: If the license to our IP is determined to be distinct from the other performance obligations identified in the arrangement, werecognize revenues from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit fromthe licenses. For licenses that are combined with other promises, we utilize judgment to determine whether the combined performance obligation is satisfiedover time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. We evaluate the measureof progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development milestone payments, we evaluate the probability of reaching themilestones and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenuereversal would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within our controlor the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenuerecognized is constrained as management is unable to assert that a reversal of revenue would not be possible. The transaction price is then allocated to eachperformance obligation on a relative standalone selling price basis, for which we recognize revenue as or when the performance obligations under thecontract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and anyrelated constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis,which would affect collaboration revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on levels of sales, if the license is deemed to be thepredominant 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 towhich some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any royalty revenue resultingfrom any of our collaboration agreements. We receive payments from our customers based on billing schedules established in each contract. Our contract liabilities consist of deferred revenue. Upfrontpayments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until wesatisfy our obligations under these arrangements. 103 We also consider the nature and contractual terms of an arrangement and assess whether the arrangement involves a joint operating activity pursuant to whichwe are an active participant and exposed to significant risks and rewards with respect to the arrangement. If we are an active participant and exposed to thesignificant risks and rewards with respect to the arrangement, we account for the arrangement under ASC 808, Collaborative Arrangements. Based on thisconsideration, we account for our Co-Development and Co-Promotion Agreement with Regeneron under ASC 808. Because ASC 808 does not providerecognition and measurement guidance for collaborative arrangements, we have analogized to ASC 606.Costs to obtain and fulfill a contract We did not incur any expenses to obtain collaboration agreements and costs to fulfill those contracts do not generate or enhance our resources. As such, nocosts to obtain or fulfill a contract have been capitalized in any period.Equity-Based CompensationWe measure employee equity-based compensation based on the grant date fair value of the equity awards using the Black-Scholes option pricing model.Equity-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards and is adjusted for pre-vestingforfeitures in the period in which the forfeitures occur. For equity awards that have a performance condition, we recognize compensation expense based onour assessment of the probability that the performance condition will be achieved.We measure equity awards granted to consultants and non-employees based on the fair value of the award on the date of vesting, which is generally the dateon which goods or services are received. Compensation expense is recognized over the period during which services are rendered by such consultants andnon-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasuredusing the then-current fair value of our common stock.We classify equity-based compensation expense in our consolidated statement of operations in the same manner in which the award recipient’s salary andrelated costs are classified or in which the award recipient’s service payments are classified.Recent Accounting PronouncementsPlease read Note 2 to our consolidated financial statements included in Part IV, Item 15, “Notes to Consolidated Financial Statements,” of this annual reporton Form 10-K for a description of recent accounting pronouncements applicable to our business.Off-Balance Sheet ArrangementsWe did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under the rules and regulations ofthe Securities and Exchange Commission.Item 7A.Quantitative and Qualitative Disclosures about Market RiskThe market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates.As of December 31, 2018, we had cash equivalents and marketable securities of $301.2 million consisting of interest-bearing money market accounts,commercial paper, corporate and financial institution debt securities and U.S. Treasury securities. Our primary exposure to market risk is interest ratesensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments are in short-term marketable securities.Due to the short-term duration of our investment portfolios and the low risk profile of our investments, we do not believe an immediate change of 100 basispoints, or one percentage point, would have a material effect on the fair market value of our investment portfolio. Declines in interest rates, however, wouldreduce future investment income.We do not have any foreign currency or derivative financial instruments. Inflation generally affects us by increasing our cost of labor and clinical trial costs.We do not believe that inflation had a material effect on our results of operations during the year ended December 31, 2018.104 Item 8.Financial Statements and Supplementary DataThe information required by this item is presented at the end of this report beginning on page F-1.Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresThe Company has established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that theCompany files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules andforms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer) and principal financialofficer (our Chief Financial Officer), to allow timely decisions regarding required disclosure.Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectivenessof our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by thisAnnual Report on Form 10-K. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provideonly reasonable assurance of achieving their objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance ofachieving their objectives. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls andprocedures were effective at the reasonable assurance level as of December 31, 2018.Management’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reportingis defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’sprincipal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles and includes those policies and procedures that: •Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; •Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and •Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’sassets that could have a material effect on the financial statements.105 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systemsdetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, managementused the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013framework) (COSO). Based on its assessment, management believes that, as of December 31, 2018, our internal control over financial reporting is effectivebased on those criteria.Deloitte & Touche LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control overfinancial reporting, which is included below.Changes in Internal Controls over Financial ReportingNo change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred duringthe three months ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control overfinancial reporting.106 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the stockholders and the Board of Directors of Intellia Therapeutics, Inc.Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of Intellia Therapeutics, Inc. and subsidiary (the “Company”) as of December 31, 2018, basedon criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedfinancial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 27, 2019, expressed an unqualifiedopinion on those financial statementsBasis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. /s/ Deloitte & Touche LLPBoston, MassachusettsFebruary 27, 2019107 Item 9B.Other InformationNone.108 PART IIICertain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated by reference from our definitive proxystatement relating to our 2019 annual meeting of stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, also referredto in this Annual Report on Form 10-K as our 2019 Proxy Statement, which we expect to file with the SEC no later than April 30, 2019.Item 10.Directors, Executive Officers and Corporate GovernanceInformation regarding our directors, including the audit committee and audit committee financial experts, and executive officers and compliance withSection 16(a) of the Exchange Act will be included in our 2019 Proxy Statement and is incorporated herein by reference.We have adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees as required by Nasdaq governance rules and asdefined by applicable SEC rules. Stockholders may locate a copy of our Code of Business Conduct and Ethics on our website at www.intelliatx.com orrequest a copy without charge from:Intellia Therapeutics, Inc.Attention: Investor Relations40 Erie Street, Suite 130Cambridge, MA 02139We will post to our website any amendments to the Code of Business Conduct and Ethics, and any waivers that are required to be disclosed by the rules ofeither the SEC or Nasdaq.Item 11.Executive CompensationThe information required by this item regarding executive compensation will be included in our 2019 Proxy Statement and is incorporated herein byreference.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this item regarding security ownership of certain beneficial owners and management and securities authorized for issuance underequity compensation plans will be included in our 2019 Proxy Statement and is incorporated herein by reference.Item 13.Certain Relationships and Related Transactions, and Director IndependenceThe information required by this item regarding certain relationships and related transactions and director independence will be included in our 2019 ProxyStatement and is incorporated herein by reference.Item 14.Principal Accounting Fees and ServicesThe information required by this item regarding principal accounting fees and services will be included in our 2019 Proxy Statement and is incorporatedherein by reference.109 PART IVItem 15.Exhibits, Financial Statement Schedules(a)The following documents are included in this Annual Report on Form 10-K: 1.The following Report and Consolidated Financial Statements of the Company are included in this Annual Report:Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of Operations and Comprehensive LossConsolidated Statements of Stockholders’ Equity (Deficit)Consolidated Statements of Cash FlowsNotes to Consolidated Financial Statements 2.All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or thenotes thereto or is not applicable or required. 3.The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Indeximmediately preceding the signature page of this Annual Report on Form 10-K. The exhibits listed in the Exhibit Index are incorporated byreference herein.Item 16.Form 10-K SummaryThe Company has elected not to include summary information. 110 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting FirmF-2Consolidated Balance SheetsF-3Consolidated Statements of Operations and Comprehensive LossF-4Consolidated Statements of Stockholders’ Equity (Deficit)F-5Consolidated Statements of Cash FlowsF-6Notes to Consolidated Financial StatementsF-7F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the stockholders and the Board of Directors of Intellia Therapeutics, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Intellia Therapeutics, Inc. and subsidiary (the "Company") as of December 31, 2018 and2017, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows, for each of the three years inthe period ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States ofAmerica.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2019, expressed an unqualified opinion on theCompany's internal control over financial reporting.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto 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 includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion./s/ Deloitte & Touche LLPBoston, MassachusettsFebruary 27, 2019We have served as the Company's auditor since 2015.F-2 INTELLIA THERAPEUTICS, INC.CONSOLIDATED BALANCE SHEETS(Amounts in thousands except share and per share data) December 31,2018 December 31,2017 ASSETS Current Assets: Cash and cash equivalents $58,856 $340,678 Marketable securities 255,203 - Accounts receivable 7,547 10,471 Prepaid expenses and other current assets 3,371 3,681 Total current assets 324,977 354,830 Property and equipment, net 17,061 15,272 Other assets 5,277 6,133 Total Assets $347,315 $376,235 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $2,708 $2,172 Accrued expenses 10,742 7,999 Current portion of deferred revenue 27,122 21,188 Total current liabilities 40,572 31,359 Deferred revenue, net of current portion 28,810 44,111 Other long-term liabilities 13 168 Commitments and contingencies (Note 6) Stockholders’ Equity: Common stock, $0.0001 par value; 120,000,000 shares authorized; 45,224,480 and 42,384,623 shares issued and outstanding at December 31, 2018 and 2017, respectively 5 4 Additional paid-in capital 478,968 421,706 Accumulated other comprehensive loss (28) - Accumulated deficit (201,025) (121,113)Total stockholders’ equity 277,920 300,597 Total Liabilities and Stockholders’ Equity $347,315 $376,235 See notes to consolidated financial statements.F-3 INTELLIA THERAPEUTICS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Amounts in thousands except per share data) Year Ended December 31, 2018 2017 2016 Collaboration revenue $30,434 $26,117 $16,479 Operating expenses: Research and development 89,115 67,647 31,840 General and administrative 32,189 28,025 16,798 Total operating expenses 121,304 95,672 48,638 Operating loss (90,870) (69,555) (32,159)Interest income 5,527 2,012 525 Net loss $(85,343) $(67,543) $(31,634)Net loss per share, basic and diluted $(1.98) $(1.88) $(1.42)Weighted average shares outstanding, basic and diluted 43,069 36,006 22,222 Other comprehensive loss: Unrealized loss on marketable securities (28) - - Comprehensive loss $(85,371) $(67,543) $(31,634) See notes to consolidated financial statements. F-4 INTELLIA THERAPEUTICS, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(Amounts in thousands, except share data) Additional AccumulatedOther Total Common Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Capital Income Deficit Equity(Deficit) Balance at December 31, 2015 2,558,755 $- $735 $- $(21,936) $(21,201)Conversion of convertible preferred stock 23,481,956 3 88,554 - - 88,557 Issuance of common stock net of issuance costs of $3,367 9,955,554 1 167,138 - - 167,139 Exercise of stock options 257 - 2 - - 2 Issuance of shares under employee stock purchase plan 23,209 - 259 - - 259 Equity-based compensation (1,191) - 6,715 - - 6,715 Net loss - - - - (31,634) (31,634)Balance at December 31, 2016 36,018,540 4 263,403 - (53,570) 209,837 Issuance of common stock 6,250,000 - 141,000 - - 141,000 Exercise of stock options 141,759 - 1,156 - - 1,156 Issuance of shares under employee stock purchase plan 64,786 - 825 - - 825 Equity-based compensation (90,462) - 15,322 - - 15,322 Net loss - - - - (67,543) (67,543)Balance at December 31, 2017 42,384,623 4 421,706 - (121,113) 300,597 Retroactive adjustment to beginning accumulated deficit for adoption of ASU 2014-09 - - - - 5,431 5,431 Issuance of common stock, net of issuance costs of $424 1,659,300 1 28,547 - - 28,548 Exercise of stock options 1,142,944 - 10,651 - - 10,651 Issuance of shares under employee stock purchase plan 68,865 - 1,018 - - 1,018 Equity-based compensation (31,252) - 17,046 - - 17,046 Other comprehensive loss - - - (28) - (28)Net loss - - - - (85,343) (85,343)Balance at December 31, 2018 45,224,480 $5 $478,968 $(28) $(201,025) $277,920 F-5 INTELLIA THERAPEUTICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands) Year Ended December 31, 2018 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(85,343) $(67,543) $(31,634)Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 4,464 2,994 1,104 Loss on disposal of property and equipment 75 166 13 Equity-based compensation 17,046 15,322 6,715 Accretion of investment discounts (676) - - Changes in operating assets and liabilities: Accounts receivable 2,924 (4,017) (5,454)Prepaid expenses and other current assets 310 (1,893) (979)Accounts payable 232 (488) 1,784 Accrued expenses 2,780 2,394 3,050 Deferred revenue (3,936) (12,988) 67,975 Other assets 1,022 902 (6,435)Other long-term liabilities (155) (125) (30)Net cash (used in) provided by operating activities (61,257) (65,276) 36,109 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (6,358) (10,091) (6,165)Proceeds from sale of property and equipment 131 - - Purchases of marketable securities (254,555) - - Net cash used in investing activities (260,782) (10,091) (6,165)CASH FLOWS FROM FINANCING ACTIVITIES: Payments to acquire in-process research and development - - (600)Payment of preferred unit and preferred stock issuance costs - - (100)Proceeds from common stock offering 28,971 141,000 170,507 Proceeds from options exercised 10,652 1,156 2 Issuance of shares through employee stock purchase plan 1,018 825 259 Payment of common stock offering costs (424) - (2,764)Net cash provided by financing activities 40,217 142,981 167,304 Net (decrease) increase in cash and cash equivalents (281,822) 67,614 197,248 Cash and cash equivalents, beginning of period 340,678 273,064 75,816 Cash and cash equivalents, end of period $58,856 $340,678 $273,064 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Purchases of property and equipment unpaid at period end $1,071 $805 $3,090 Conversion of convertible preferred stock to common stock - - 88,557 See notes to consolidated financial statements. F-6 INTELLIA THERAPEUTICS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. The CompanyIntellia Therapeutics, Inc. (“Intellia” or the “Company”) is a genome editing company focused on developing curative therapeutics utilizing CRISPR/Cas9technology both in vivo and ex vivo.The Company was founded and commenced active operations in mid-2014. The Company will require substantial additional capital to fund its research anddevelopment. The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry, including, but not limitedto, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietarytechnology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently moving intodevelopment will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior tocommercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reportingcapabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenuefrom product sales.2. Summary of Significant Accounting PoliciesBasis of PresentationThe consolidated financial statements include the accounts of Intellia Therapeutics, Inc. and its wholly owned, controlled subsidiary, Intellia Securities Corp.All intercompany balances and transactions have been eliminated in consolidation.Use of EstimatesThe preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States ofAmerica (“U.S.”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosureof contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods.Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and thevaluation of common and incentive units for the periods prior to the Company’s stock becoming publicly traded. Estimates are periodically reviewed in lightof changes in circumstances, facts and experiences. Actual results may differ materially from management’s estimates, judgments and assumptions.Fair Value MeasurementsThe Company classifies fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchyrequires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair valueare as follows: Level 1, quoted market prices in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market pricesincluded in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observablemarket data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets orliabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.F-7 As of December 31, 2018 and 2017, the Company’s financial instruments included cash and cash equivalents, marketable securities, accounts receivable andaccounts payable. As of December 31, 2018 and 2017, the Company’s financial assets recognized at fair value on a recurring basis consisted of the following: Fair Value as of December 31, 2018 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $45,986 $45,986 $- $- Marketable securities 255,203 165,948 89,255 - Total $301,189 $211,934 $89,255 $- Fair Value as of December 31, 2017 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $330,896 $330,896 $- $- Total $330,896 $330,896 $- $- The Company’s financial assets, which include cash equivalents and marketable securities, have been initially valued at the transaction price, andsubsequently revalued at the end of each reporting period, utilizing third-party pricing services or other observable market data. The pricing services utilizeindustry standard valuation models and observable market inputs to determine value. After completing our validation procedures, we did not adjust oroverride any fair value measurements provided by the pricing services as of December 31, 2018.Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximate fair value due to the short durationand term to maturity.Cash EquivalentsThe Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. As of December 31,2018 and 2017, cash equivalents consisted of interest-bearing money market accounts, commercial paper and U.S. treasury securities.Marketable SecuritiesThe following table summarizes the Company’s available-for-sale marketable securities as of December 31, 2018 at net book value: December 31, 2018 AmortizedCost Gross UnrealizedGains Gross UnrealizedLosses Estimated FairValue (In thousands) Short-term marketable securities: U.S. Treasury securities $165,959 $2 $(13) $165,948 Financial institution debt securities 65,436 1 (17) 65,420 Corporate debt securities 23,836 - (1) 23,835 Total $255,231 $3 $(31) $255,203 F-8 The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At December 31, 2018, thebalance in the Company’s accumulated other comprehensive loss was composed of activity related to the Company’s available-for-sale marketablesecurities. There were no realized gains or losses in the period ended December 31, 2018, and as a result, the Company did not reclassify any amounts out ofaccumulated other comprehensive loss during the period. The Company did not have any securities in a material unrealized loss position at December 31,2018. The Company held no marketable securities at December 31, 2017.Concentrations of Credit RiskThe Company’s cash, cash equivalents and marketable securities may potentially be subject to concentrations of credit risk. The Company generallymaintains balances in various accounts in excess of federally insured limits with financial institutions that management believes to be of high credit quality.Accounts receivable represent amounts due from collaboration partners. The Company monitors economic conditions to identify facts or circumstances thatmay indicate that any of its accounts receivable are at risk of collection. As of December 31, 2018 and 2017, the Company’s two collaboration partners,Regeneron Pharmaceuticals, Inc. (“Regeneron”) and Novartis Institutes for BioMedical Research, Inc. (“Novartis”), accounted for all of the Company’saccounts receivable.Property and EquipmentThe Company records property and equipment at cost and recognizes depreciation and amortization using the straight-line method over the followingestimated useful lives of the respective assets: Asset Category Useful LifeLaboratory equipment 5 yearsOffice furniture and equipment 5 yearsComputer software 3 yearsComputer equipment 3 yearsLeasehold improvements 5 years or term ofrespective lease,if shorter Expenditures for repairs and maintenance of assets are expensed as incurred. Upon retirement or sale, the cost of assets disposed and the correspondingaccumulated depreciation are removed from the related accounts and any resulting gain or loss is reflected in the results of operations.Impairment of Long-Lived AssetsThe Company tests long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstancesindicate that the carrying amount of assets or asset groups may not be fully recoverable. Factors that the Company considers in deciding when to perform animpairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends andsignificant changes or planned changes in the use of the assets.Evaluation of recoverability of the asset or asset group is based on an estimate of undiscounted future cash flows resulting from the use of the asset or assetgroup and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset or assetgroup, the assets are written down to their estimated fair values. The impairment loss would be based on the excess of the carrying value of the impaired assetover its fair value, determined based on discounted cash flows. To date, the Company has not recorded any material impairment losses on long-lived assets.F-9 Income TaxesThe Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for theexpected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and theamounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recordedin the provision for income taxes.The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences areexpected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all ora portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferredtax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Companyrecords changes in the required valuation allowance in the period that the determination is made.The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of thefacts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will besustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with ataxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit willbe sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain taxpositions, if applicable, as a component of income tax expense.Revenue RecognitionThe Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments (collectively known as “ASC 606”)on January 1, 2018 using the modified retrospective method. The reported results for 2018 reflect the application of ASC 606 guidance while the reportedresults for 2017 and 2016 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605” or “legacy GAAP”). The adoption of ASC 606represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods and services and willprovide financial statement readers with enhanced disclosures. At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within thescope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects theconsideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Companyapplies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine thetransaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Companysatisfies a performance obligation. The Company only applies the five-step model to contracts when the Company determines that collection of substantiallyall consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable ofbeing distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company appliesjudgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria arenot met, the promised goods and services are accounted for as a combined performance obligation. F-10 The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to thecustomer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should beincluded in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variableconsideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal ofcumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at eachreporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of theCompany’s collaboration agreements in Note 7. In addition, neither of the Company’s contracts as of December 31, 2018 contained a significant financingcomponent. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that containmultiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basisunless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of asingle performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone sellingprices. The Company typically determines standalone selling prices using an adjusted market assessment approach model. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customersimultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that thecustomer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and theentity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the relatedperformance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. As of December 31, 2018, the Company’s only revenue recognized is related to collaboration agreements with third parties which are either within the scopeof ASC 606, under which the Company licenses certain rights to its product candidates to third parties, or within the scope of ASC 808, if it involves a jointoperating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. Forthe collaboration arrangements under the scope of ASC 606, as discussed in further detail in Note 7, the terms of these arrangements typically includepayment to the Company of one or more of the following: nonrefundable, upfront fees; development, regulatory, and commercial milestone payments;research and development funding payments; and royalties on the net sales of licensed products. Each of these payments results in collaboration revenues,except for revenues from royalties on the net sales of licensed products, which are classified as royalty revenues. For arrangements within the scope of ASC808, the terms of these arrangements typically include payments received or made under the cost sharing provisions which are recognized as a component ofrevenues in the consolidated statements of operations. Licenses of intellectual property (“IP”): If the license to the Company’s IP is determined to be distinct from the other performance obligations identified inthe arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and thecustomer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the natureof the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if overtime, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reportingperiod and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability ofreaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that asignificant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are notwithin the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals arereceived and therefore revenue recognized is constrained as management isF-11 unable to assert that a reversal of revenue would not be possible. The transaction price is then allocated to each performance obligation on a relativestandalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the endof each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint,and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affectcollaboration revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on levels of sales, if the license is deemed to be thepredominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performanceobligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized anyroyalty revenue resulting from any of its collaboration agreements. The Company receives payments from its customers based on billing schedules established in each contract. The Company’s contract liabilities consist ofdeferred revenue. Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to afuture period until the Company satisfies its obligations under these arrangements. The Company also considers the nature and contractual terms of an arrangement and assesses whether the arrangement involves a joint operating activitypursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. If the Company is anactive participant and is exposed to the significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement under ASC808, Collaborative Arrangements. Based on this consideration, the Company accounts for its Co-Development and Co-Promotion Agreement withRegeneron under ASC 808. Because ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company hasanalogized to ASC 606. Refer to Note 7 for additional information regarding the Company’s collaboration agreements. The following table presents changes in the Company’s contract liabilities during the year ended December 31, 2018 (in thousands): Balance atBeginning ofPeriod Additions Deductions Balance at Endof Period Year Ended December 31, 2018 Contract liabilities: Deferred revenue $59,868 $19,000 $(22,936) $55,932 During the year ended December 31, 2018, the Company recognized the following revenues as a result of changes in the contract liability balance (inthousands): Revenue recognized in the period from: Year EndedDecember 31, 2018 Amounts included in the contract liability at the beginning of the period $22,936 Costs to obtain and fulfill a contract The Company did not incur any expenses to obtain collaboration agreements and costs to fulfill those contracts do not generate or enhance resources of theCompany. As such, no costs to obtain or fulfill a contract have been capitalized in any period.F-12 Research and Development ExpensesResearch and development costs are expensed as incurred. Research and development expenses consist of salaries, equity-based compensation and benefitsof employees, lab supplies and materials, facilities expenses, overhead expenses, fees paid to subcontractors and contract research organizations and otherexternal expenses.The Company records payments made for research and development services prior to the services being rendered as prepaid expense on the consolidatedbalance sheet and expenses them as the services are provided. Contracts for multi-year research and development services are recorded on a straight-line basisover each annual contractual period based on the total contractual fee when the services rendered are expected to be substantially equivalent over the term ofthe arrangement. The cost of obtaining licenses for certain technology or IP is recorded to research and development expense when incurred if the licensedtechnology or IP has not yet reached technological feasibility and has no alternative future use.Equity-Based CompensationThe Company measures employee equity-based compensation based on the grant date fair value of the equity awards using the Black-Scholes option pricingmodel. Equity-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards and is adjusted for pre-vesting forfeitures in the period in which the forfeitures occur. For equity awards that have a performance condition, the Company recognizes compensationexpense based on its assessment of the probability that the performance condition will be achieved.The Company measures equity awards granted to consultants and non-employees based on the fair value of the award on the date each portion of the awardvests, which represents when the Company receives the related goods or services. Compensation expense is recognized over the period during which servicesare rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fairvalue of these awards is remeasured using the then-current fair value of that equity award.The Company classifies equity-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’ssalary and related costs are classified or in which the award recipient’s service payments are classified.(Loss) Earnings per ShareThe Company calculates basic (loss) earnings per share by dividing (loss) income by the weighted average number of common shares outstanding. TheCompany computes diluted (loss) earnings per share after giving consideration to the dilutive effect of stock options and unvested restricted stock awardsthat are outstanding during the period, except where such non-participating securities would be anti-dilutive.Segment InformationThe Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s onebusiness segment is the development of genome editing-based therapies. All of the Company’s assets are held in the U.S. and all of the Company’s revenuehas been generated in the U.S.Recent Accounting PronouncementsIn May 2014, the FASB issued ASC 606, which superseded existing revenue recognition guidance. The standard’s core principle is that a company willrecognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to beentitled in exchange for those goods or services. The Company adopted ASC 606 effective on January 1, 2018 using the modified retrospective method.Please see the above “Revenue Recognition” section for a discussion of the Company’s updated policies related to revenue recognition and accounting forcosts to obtain and fulfill a customer contract.F-13 Impact of AdoptionThe Company adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts withcustomers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. As a result of applyingthe modified retrospective method to adopt the new guidance, the following adjustments were made to accounts on the consolidated balance sheet as ofJanuary 1, 2018: Consolidated Balance Sheet January 1, 2018 (in thousands) Pre-Adoption ASC 606Adjustment Post-Adoption Current portion of deferred revenue $21,188 $(2,769) $18,419 Deferred revenue, net of current portion 44,111 (2,662) 41,449 Accumulated deficit (121,113) 5,431 (115,682) Year Ended December 31, 2018 Impact of changes in accounting policies As Reported Balances withoutadoption of ASC606 Effect of ChangeHigher/(Lower) Collaboration revenue $30,434 $31,838 $(1,404)Operating loss (90,870) (89,466) (1,404)Net loss $(85,343) $(83,939) $(1,404)Net loss per share, basic and diluted $(1.98) $(1.95) $(0.03) December 31, 2018 Impact of changes in accounting policies As Reported Balances withoutadoption of ASC606 Effect of ChangeHigher/(Lower) Liabilities: Deferred revenue – current $27,122 $31,149 $(4,027)Deferred revenue – noncurrent 28,810 28,810 - Stockholders' equity: Accumulated deficit $(201,025) $(205,052) $4,027 In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (“ASC 808”). This update provides clarification on the interactionbetween Revenue Recognition (“ASC 606”) and Collaborative Arrangements including the alignment of unit of account guidance between the two topics.ASC 808 becomes effective for the Company in the first quarter of fiscal 2021 with early adoption permitted. The Company early adopted this ASU and itdid not have a material effect on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes ASC Topic 842 which amends ASC 840, Leases, byintroducing a lessee model that requires balance sheet recognition for most leases and the disclosure of key information about leasing arrangements. Leaseswill be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Topic842 was subsequently amended during 2018. The Company will adopt the new standard on January 1, 2019 and use the effective date as its date of initialapplication. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates andperiods prior to January 1, 2019. F-14 Topic 842 provides several optional practical expedients in transition. The Company expects to elect the package of practical expedients which would allowthe Company to not reassess its existing conclusions on lease identification, classification, and initial direct costs. Further, the Company expects to elect thehindsight practical expedient and to utilize the short-term lease exemption for all leases with an original term of 12 months or less, for purposes of applyingthe recognition and measurement requirements of the new standard. The Company also expects to elect the practical expedient which will allow it to notseparate lease and non-lease components for all its leases. The adoption of the new standard is expected to result in the recognition of additional lease liabilities ranging from $19.0 million to $21.0 million, and right-of-use assets ranging from $21.0 million to $23.0 million as of January 1, 2019. The Company does not expect that the new standard will have a materialimpact to the Company’s consolidated statement of operations or cash flows. See Note 6 for additional information related to the Company’s leaseobligations.In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements forFair Value Measurement, (“ASU 2018-13”). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosuresrelated to fair value measurement. The new standard will be effective beginning January 1, 2020 and early adoption is permitted. The Company is currentlyevaluating the potential impact ASU 2018-13 may have on its disclosures upon adoption.In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based PaymentAccounting (“ASU 2018-07”), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-basedpayments to employees, with certain exceptions. The new standard will be effective beginning January 1, 2019; the Company does not expect that the newstandard will have a material impact to the Company’s consolidated financial statements.3. Property and Equipment, NetProperty and equipment, net consisted of the following: December 31, 2018 2017 (in thousands) Laboratory equipment $22,453 $16,704 Office furniture and equipment 960 960 Computer equipment 929 845 Leasehold improvements 898 656 Computer software 433 436 Total property and equipment 25,673 19,601 Less: accumulated depreciation and amortization (8,612) (4,329)Property and equipment, net $17,061 $15,272 Depreciation and amortization expense was $4.5 million, $3.0 million and $1.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. F-15 4. Accrued ExpensesAccrued expenses consisted of the following: December 31,2018 December 31,2017 (In thousands) Employee compensation and benefits $6,175 $4,773 Accrued research and development 2,328 1,960 Accrued legal and professional expenses 1,633 587 Accrued other 606 679 Total accrued expenses $10,742 $7,999 5. Income TaxesThe Company did not record net income tax benefits for the operating losses incurred during the periods presented due to the uncertainty of realizing a taxbenefit from those losses. Accordingly, any benefit recorded related to these deferred tax assets was offset by a valuation allowance reflecting management’sconclusion that realization of those assets was not more likely than not.A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 Federal statutory income tax rate (21.0)% (34.0)% (34.0)%State income taxes (8.6) (6.9) (6.7)Research and development tax credits (4.7) (3.4) (2.8)Stock-based compensation (0.6) 3.6 1.9 Change in U.S. tax rate - 18.7 - Change in valuation allowance 34.9 22.0 41.6 Effective income tax rate -% -% -% The Company’s net deferred tax assets (liabilities) consisted of the following: December 31, 2018 2017 (in thousands) Deferred tax assets: Intangibles, including acquired in-process research and development $1,201 $1,303 Capitalized start-up costs 463 502 Net operating loss carryforwards 34,234 9,406 Research and development credit carryforwards 11,766 5,817 Deferred revenue 12,199 15,913 Equity-based compensation 4,064 3,248 Accruals and allowances 1,359 1,112 Gross deferred tax assets 65,286 37,301 Deferred tax asset valuation allowance (64,046) (35,372)Total deferred tax assets 1,240 1,929 Deferred tax liabilities: Fixed assets (1,240) (1,929)Total deferred tax liabilities (1,240) (1,929)Net deferred tax asset (liability) $- $- F-16 As of December 31, 2018, the Company had federal and state net operating loss carryforwards of $128.2 million and $117.0 million, respectively, whichbegin to expire in 2034. As of December 31, 2018, the Company had federal and state research and development tax credit carryforwards of approximately$7.5 million and $4.8 million, which begin to expire in 2034 and 2030, respectively.The Company evaluated the expected realizability of its net deferred tax assets and determined that there was significant negative evidence due to its netoperating loss position and insufficient positive evidence to support the realizability of these net deferred tax assets. The Company concluded it is morelikely than not that its net deferred tax assets would not be realized in the future; therefore, the Company has provided a full valuation allowance against itsnet deferred tax asset balance as of December 31, 2018 and 2017. The valuation allowance increased by $28.7 million in 2018, $14.8 million in 2017 and$13.1 million in 2016.Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382of the Internal Revenue Code of 1986, as amended, due to ownership changes that have occurred previously or that could occur in the future. Theseownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offsetfuture taxable income and tax expense, respectively. The Company has not yet conducted a study to assess whether a change of control, as defined inSection 382, has occurred or whether there have been multiple changes in control since inception.As of December 31, 2018, the Company had not identified any unrecognized tax benefits. The Company files income tax returns in the U.S. federal taxjurisdiction and Massachusetts and various other state tax jurisdictions. The Company is subject to examination by the Internal Revenue Service andMassachusetts taxing authorities. The returns in these jurisdictions since inception remain open for examination; however, there are currently no pending taxexaminations.On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted. This law substantially amended the Internal Revenue Code and among otherthings, permanently reduced the U.S. corporate income tax rate from 35 percent to 21 percent. On December 22, 2017, the SEC staff issued Staff AccountingBulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows the recording of provisional amounts duringa measurement period not to extend beyond one year of the enactment date. As a result of remeasuring the deferred tax assets and liabilities to the lower taxrate, the net deferred tax assets decreased by $12.6 million, which was offset by a decrease in the valuation allowance.6. Commitments and ContingenciesCommitmentsProperty LeasesIn October 2014, the Company entered into an agreement to lease office and laboratory space in Cambridge, Massachusetts under an operating leaseagreement with a term through January 2020, with an option to extend the term of the lease for an additional five-year period which the Company plans toexecute. Upon the execution of the original lease, the Company provided a $0.3 million security deposit. The Company has recorded this security deposit inother assets on the consolidated balance sheets. In January 2016, the Company entered into a ten-year agreement to lease office and laboratory space inCambridge, Massachusetts under an operating lease agreement, with an option to terminate the lease at the end of the sixth year and an option to extend theterm of the lease for an additional three years. Upon the execution of this lease, the Company provided a $2.2 million security deposit, which has beenrecorded in other assets on the consolidated balance sheets. In addition, the Company had prepaid $2.2 million in lease payments as of December 31, 2018under the terms of this lease.F-17 The Company recognizes rent expense, inclusive of escalation charges, on a straight-line basis over the initial term of the lease agreements. The Companyrecorded rent expense of $6.2 million, $6.0 million and $2.7 million during the years ended December 31, 2018, 2017 and 2016, respectively.Future minimum lease payments under the Company’s property leases as of December 31, 2018 are as follows: Year Ending December 31, (In thousands) 2019 $5,616 2020 4,963 2021 5,507 2022 3,861 Thereafter - $19,947 ContingenciesIn connection with a July 2014 IP license with Caribou Biosciences, Inc. (“Caribou”), a stockholder who held 5.5 percent of the Company’s common stock atDecember 31, 2018, the Company gained access to sublicensed IP from various academic and professional institutions. Under these sublicenses, theCompany may be obligated to pay development and regulatory milestones of up to $6.4 million, sales-based milestones of up to $20.0 million and up tomid-single-digit royalties on net sales of any products covered by issued patents to these entities in certain circumstances.7. CollaborationsTo accelerate the development and commercialization of CRISPR/Cas9-based products in multiple therapeutic areas, the Company has formed, and intendsto seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development.Novartis Institutes for BioMedical Research, Inc. (“Novartis”)In December 2014, the Company entered into a strategic collaboration agreement with Novartis (the “Novartis Agreement”) with Novartis primarily focusedon the development of new ex vivo CRISPR/Cas9-edited therapies using chimeric antigen receptor T cells (“CAR-T cell”s) and hematopoietic stem cells(“HSC”s).Agreement Structure. The parties agreed to engage in collaborative research activities using its CRISPR/CAS9 platform to identify and research therapeutic,prophylactic and palliative products and services relating to the following applications: a) ex vivo HSCs and, b) ex vivo CAR-Ts. In addition, in the last twoyears of the collaboration term, Novartis may engage in research and development of a limited number of in vivo targets using the Company’s platform.Scope of Collaboration. During the five-year collaboration term parties may research potential therapeutic, prophylactic and palliative ex vivo applicationsof the CRISPR/Cas9 technology in HSCs and CAR-T cells. Research expenses incurred by the Company in support of the collaboration are reimbursed byNovartis.HSC Program. The Company and Novartis agreed to conduct research of HSC targets under a research plan agreed upon by both parties. Within the HSCtherapeutic space, Novartis may obtain exclusive rights to a limited number of these HSC targets, to be selected by Novartis in a series of selection windows.The Company has the right to choose a limited number of HSC targets for its exclusive development and commercialization per the specified selectionschedule. Following these selections by Novartis and the Company, Novartis may obtain rights to research an additional limited number of HSC targets on anon-exclusive basis. Novartis is required to use commercially reasonable efforts to research, develop and commercialize at least one HSC product directed toeach of their selected HSC targets.F-18 CAR-T Program. The Company has also agreed to collaborate with Novartis on research activities for CAR-T cell targets. After completion of the activitiescontemplated by the parties’ CAR-T cell program research plan, Novartis will assume sole responsibility for developing any products that it selects, arisingfrom that research plan and the costs and expenses of developing, manufacturing and commercializing its selected research targets. Novartis is required to usecommercially reasonable efforts to research, develop or commercialize at least one CAR-T cell product directed to each of its selected CAR-T cell targets.In Vivo Program. During the last two years of the five-year collaboration term, Novartis has the option to select a limited number of targets for research,development and commercialization of in vivo therapies using the Company’s CRISPR/Cas9 platform, on a non-exclusive basis. Following Novartis’selection of each in vivo target, Novartis may offer the Company the right to participate in the research and development of such targets, in which case an invivo program research plan for such target will be entered into between the Company and Novartis. Novartis is required to use commercially reasonableefforts to research, develop or commercialize at least one in vivo product directed to each of its selected targets. Novartis’ in vivo target selections are subjectto certain restrictions, including that the targets, or all targets within a limited number of organs: (i) have not already been reserved by the Company pursuantto its limited right to do so under the agreement; (ii) are not the subject of a collaboration or pending collaboration with a third party; and (iii) are not thesubject of ongoing or planned research and development by the Company.Governance. The parties formed HSC and CAR-T steering committees with responsibility for oversight of these respective research programs and approval ofthe associated research plans. The HSC steering committee is also responsible for the OSC program. These steering committees in turn are overseen by a jointsteering committee. The above steering committees are comprised by an equal number of representatives from each party.Financial Terms. The Company received an upfront technology access payment from Novartis of $10.0 million in January 2015 and is entitled to additionaltechnology access fees of $20.0 million and quarterly research payments of $1.0 million, or up to $20.0 million in the aggregate, during the five-year researchterm. To date, the Company has received $15.0 million in technology access fees and $15.0 million in research payments related to these programs. Inaddition, for each Novartis product under the collaboration (whether HSC or CAR-T, and as of December 2018, OSC), subject to certain conditions, theCompany may be eligible to receive (i) up to $30.3 million in development milestones, including for the filing of an investigational new drug (“IND”)application and for the dosing of the first patient in each of Phase IIa, Phase IIb and Phase III clinical trials, (ii) up to $50.0 million in regulatory milestonesfor the product’s first indication, including regulatory approvals in the U.S. and European Union (“EU”), (iii) up to $50.0 million in regulatory milestones forthe product’s second indication, if any, including U.S. and EU regulatory approvals, (iv) royalties on net sales in the mid-single digits, and (v) net salesmilestone payments of up to $100.0 million. The Company is also eligible to receive payments for: (i) each additional HSC target selected by Novartisbeyond its initial defined allocation, for which it will receive $1.0 million for each target (ii) each in vivo target that Novartis selects as described above, and(iii) any exercise by Novartis of certain license options under the agreement.Upon completion of the research collaboration term in December 2019, Novartis has the option to internalize the Intellia platform for a $50.0 million fee,which will allow them to select a limited number of additional CRISPR/Cas9 genome editing targets over 5 years. Up to $20.0 million of the internalizationfee will be credited towards any milestone payments for any additional post-internalization targets (up to $4.0 million per target).Equity Investments. Additionally, at the inception of the arrangement at which time the Company was a privately held company, Novartis invested$9.0 million to purchase the Company’s Class A-1 and Class A-2 Preferred Units. The difference between the cash proceeds received from Novartis for theunits and the $11.6 million estimated fair value of those units at the date of issuance was determined to be $2.6 million. Accordingly, $2.6 million of theupfront technology access payment was allocated to record the preferred units purchased by Novartis at fair value.F-19 License Grant to Novartis. In the 2014 Novartis Agreement, the Company granted to Novartis a license to its CRISPR/Cas9 platform technology, including asublicense to certain platform rights licensed from Caribou, that is exclusive in the HSC, CAR-T cell and in vivo fields with respect to each target selected byNovartis pursuant to the agreement and the research plan as long as Novartis continues to use commercially reasonable efforts to research, develop, andcommercialize CRISPR-edited products directed to such targets. Upon the expiration of the collaboration term, Novartis shall have the option to access andobtain a non-exclusive license to the Company’s CRISPR/Cas9 platform technology to research, develop and commercialize potential therapeutic,prophylactic and palliative products and services for a limited number of certain approved targets selected by Novartis, exercisable upon written notice to theCompany within 30 days after the expiration of the collaboration term. Such approved targets are subject to certain restrictions, including that the targetsmay not have been already reserved by the Company pursuant to its limited right to do so under the agreement, may not be the subject of an existing outlicense of the Company’s CRISPR/Cas9 platform to a third party and may not be the subject of ongoing or planned research and development by theCompany. This non-exclusive license will have a term of five years commencing upon the completion of the technology transfer by the Company enablingNovartis to practice such licensed rights, and Novartis may not select more than a specified number of approved targets in each year of this license term.License Grant to Intellia. Novartis granted the Company a non-exclusive license to its intellectual property covering small molecule for HSC expansion andto its LNP platform technology to research, develop and commercialize HSC and in vivo genome editing products, respectively, in the 2014 NovartisAgreement.Intellectual Property. IP that the Company develops within the collaboration related to the Company’s CRISPR/Cas9 platform will be owned solely by theCompany, while all other IP developed within the collaboration, including IP covering products arising from the collaboration, will be jointly owned by theCompany and Novartis.2018 Amendment to the AgreementIn December 2018, the Company entered into an amendment to this agreement with Novartis (the “Amendment”) which expands the scope of the NovartisAgreement to include the ex vivo development of CRISPR/Cas9-based cell therapies using limbal stem cells, a type of ocular stem cell, primarily againstgene targets selected by Novartis in exchange for a one-time payment of $10.0 million which the Company received in December 2018. The governance,milestones and royalties associated with any limbal stem cell program will follow those for the HSC programs. As part of the amendment, Intellia rights toNovartis’ lipid nanoparticle (“LNP”) technology were expanded to include use on all genome editing applications in both in vivo and ex vivo settings.Term and Termination. The collaboration term ends in December 2019. The term of the agreement expires on the later of (i) the expiration of Novartis’payment obligations under the agreement and (ii) the date of expiration of the last-to-expire of the patent rights licensed to the Company or Novartis underthe agreement. Novartis’ royalty payment obligations expire on a country-by-country and product-by-product basis upon the later of (i) the expiration of thelast valid claim of the royalty-bearing patents covering such product in such country or (ii) 10 years after the first commercial sale of such product in suchcountry. The Company may terminate the agreement if Novartis or its affiliates institute a patent challenge against its IP rights, and all improvements thereto,licensed to Novartis under the agreement. Novartis may terminate the agreement, without cause, upon 90 days’ written notice to the Company subject tocertain conditions, including its payment of any accrued and future obligations as if the collaboration had continued through December 2019. Either partymay terminate the agreement in the event of the other party’s uncured material breach or bankruptcy—or insolvency-related events.Accounting Analysis. The Company has concluded that the Novartis Agreement is subject to ASC 606 and has assessed the Novartis Agreement accordingly.The Company evaluated the promised goods and services under the Novartis Arrangement and determined that the Novartis Arrangement included twoperformance obligations: (1) a combined performance obligation representing a series of distinct goods and services including the licenses to research,develop and commercialize HSC products and their associated research activities and the licenses to research, develop and commercialize CAR-T cellproducts and their associated research activities; and (2) the preferred units.F-20 The Company determined that the transaction price was $59.0 million consisting of the following consideration: (1) the upfront technology access paymentof $10.0 million; (2) the additional technology access fees of $20.0 million; (3) the Company’s estimate of variable consideration of $20.0 million related tothe quarterly research payments; and (4) the payment for the preferred units of $9.0 million. None of the clinical or regulatory milestones were included in thetransaction price, as all milestone amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors,including that receipt of the milestones is outside the control of the Company and contingent upon future regulatory progress and the licensee’s efforts. Anyconsideration related to sales-based milestones and royalties will be recognized when the related sales occur as they were determined to relate predominantlyto the licenses granted to Novartis and therefore have also been excluded from the transaction price. The Company will re-evaluate the transaction price ineach reporting period and when events whose outcomes are resolved or other changes in circumstances occur.The Company first allocated $11.6 million of the transaction price to the preferred units to record the preferred units purchased by Novartis at fair value. TheCompany then allocated the remaining $47.4 million of the transaction price to the remaining combined performance obligation of the licenses andassociated research activities for HSC and CAR-T cell products. Revenue allocated to the combined performance obligation of the licenses and associatedresearch activities for HSC and CAR-T cell products is being recognized on a straight-line basis over a period of five years, which, in management’sjudgment, is the best measure of progress towards satisfying the performance obligation and represents the Company’s best estimate of the period of theobligation.Revenue Recognition - Collaboration Revenue. Through December 31, 2018, excluding amounts allocated to Novartis’ purchase of the Company’s Class A-1and Class A-2 Preferred Units, the Company had recorded a total of $53.4 million in cash and accounts receivable under the Novartis Arrangement. ThroughDecember 31, 2018, the Company has recognized $38.9 million of collaboration revenue, including $10.3 million in the year ended December 31, 2018,$9.3 million in the year ended December 31, 2017, and $7.8 million in year ended December 31, 2016, in the consolidated statements of operations related tothis agreement. As of December 31, 2018, there was approximately $18.5 million of the aggregate transaction price remaining to be recognized, which will berecognized through December 2019.As of each of the periods ended December 31, 2018 and 2017, the Company had accounts receivable of $6.0 million related to this agreement. As ofDecember 31, 2018 and 2017, the Company had deferred revenue of $14.5 million and $11.2 million, respectively, related to this agreement. Amounts for2018 are reflective of accounting under ASC 606 and amounts for 2017 are reflective of accounting under ASC 605 and therefore may not be comparable.Regeneron Pharmaceuticals, Inc.In April 2016, the Company entered into a license and collaboration agreement with Regeneron (the “Regeneron Agreement”).Agreement Structure. The Regeneron Agreement has two principal components: i) a product development component under which the parties will research,develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver, and ii) a technology collaborationcomponent, pursuant to which the Company and Regeneron will engage in research and development activities aimed at discovering and developing noveltechnologies and improvements to CRISPR/Cas technology to enhance the Company’s genome editing platform. Under this agreement, the Company alsomay access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liverprograms.Scope of Collaboration. Under the terms of the six-year collaboration, Regeneron may obtain exclusive rights for up to 10 targets to be chosen by Regeneronduring the collaboration term, subject to a target selection process and various adjustments and limitations set forth in the agreement. Of these 10 totaltargets, Regeneron may select up to five non-liver targets, while the remaining targets must be focused in the liver. Certain non-liver targets from theCompany’s ongoing and planned research at the time, as well as any targets included in another of the Company’s collaborations, are excluded from thiscollaboration. At the inception of the agreement, Regeneron selected the first of its 10 targets, transthyretin amyloidosis (“ATTR”), which is subject to a Co-Development and Co-Promotion Agreement (“Co/Co”) between the Company and Regeneron, the general terms and conditions for which were outlinedwithin the Regeneron Agreement.F-21 Research Collaboration. Research activities under the collaboration will be governed by evaluation and research and development plans that will outlinethe parties’ responsibilities under, anticipated timelines of and budgets for, the various programs. The Company will assist Regeneron with the preliminaryevaluation of its selected liver targets, and Regeneron will be responsible for preclinical research and conducting clinical development, manufacturing andcommercialization of products directed to each of its exclusive targets. The Company may assist, as requested by Regeneron, with the later discovery andresearch of product candidates directed to any selected target. For each selected target, Regeneron is required to use commercially reasonable efforts tosubmit regulatory filings necessary to achieve IND acceptance for at least one product directed to each applicable target, and following IND acceptance for atleast one product, to develop and commercialize such product.Reserved Liver Targets. The Company retains the exclusive right to solely develop products via CRISPR genome editing directed against certain specifiedgenetic targets. During the collaboration term and subject to a target selection process, the Company has the right to choose additional liver targets for itsown development using commercially reasonable efforts. Certain targets that either the Company or Regeneron select during the term may be subject tofurther co-development and co-commercialization arrangements at the Company or Regeneron’s option, as applicable, which either can exercise pursuant todefined conditions.Governance. The parties formed a joint steering committee (“JSC”), which is responsible for setting research objectives and overseeing the general strategiesand activities undertaken by the parties under the Regeneron Agreement. Additionally, the parties formed a Joint Development and CommercializationCommittee (“JDCC”) to oversee all profit share products under the Co/Co discussed below. The JDCC will have responsibility for overseeing thedevelopment, manufacture, regulatory matters, and commercialization (including pricing and reimbursement) of ATTR, as the first profit share product underthe collaboration agreement.Financial Terms. The Company received a nonrefundable upfront payment of $75.0 million. In addition, on Regeneron programs that are not subject to co-development and co-promotion agreements the Company may be eligible to earn, on a per-licensed target basis, (i) up to $25.0 million in developmentmilestones, including for the dosing of the first patient in each of Phase I, Phase II and Phase III clinical trials, (ii) up to $110.0 million in regulatorymilestones, including for the acceptance of a regulatory filing in the U.S., and for obtaining regulatory approval in the U.S. and in certain other identifiedcountries,, and (iii) up to $185.0 million in sales-based milestone payments. The Company is also eligible to earn royalties ranging from the high singledigits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and incorporate theCompany’s existing low- to mid-single-digit royalty obligations under a license agreement with Caribou.Equity Investments. In connection with this collaboration, Regeneron purchased $50.0 million of the Company’s common stock in a private placement undera Stock Purchase Agreement (the “Stock Purchase Agreement”) concurrent with the Company’s initial public offering.Term and Termination. The collaboration term ends in April 2022, except that Regeneron may make a one-time payment of $25.0 million to extend the termfor an additional two-year period. The agreement will continue until the date when no royalty or other payment obligations are due, unless earlier terminatedin accordance with the terms of the agreement. Regeneron’s royalty payment obligations expire on a country-by-country and product-by-product basis uponthe later of (i) the expiration of the last valid claim of the royalty-bearing patents covering such product in such country, (ii) 12 years from the firstcommercial sale of such product in such country, or (iii) the expiration of regulatory exclusivity for such product. The Company may terminate the agreementon a target-by-target basis if Regeneron or any of its affiliates institutes a patent challenge against the Company’s CRISPR/Cas or certain other backgroundpatent rights. The Company may also terminate the agreement on a target-by-target basis if Regeneron does not proceed with the development of a productdirected to a selected target within specified periods of time. Regeneron may terminate the agreement, without cause, upon 180 days written notice to theCompany, either in its entirety or on a target-by-target basis, in which event, certain rights in the terminated targets and associated IP revert to the Company,as described in the agreement. Following such termination, the Company may owe Regeneron royalties, in certain circumstances, up to mid-single digits onany terminated targets that the Company subsequently commercializes on a product-by-product basis for a period of 12 years after the first commercial sale ofany such products. Either party may terminate the agreement either in its entirety or with respect to the technology collaboration or one or more of the targetsselected by Regeneron, in the event of the other party’s uncured material breach.F-22 Co-Development and Co-Promotion Agreement. In July 2018, the Company and Regeneron finalized the form of the Co/Co that will be used as the basis foreach Co/Co agreement directed to a target. Simultaneously, the Company and Regeneron executed the Co/Co agreement directed to the first collaborationtarget, ATTR, for which the Company will be the clinical and commercial Lead Party (see below). As such, Regeneron will be the Participating Party (seebelow), and will share equally in worldwide development costs and profits as long as it funds half of the defined research and development costs attributableto the ATTR program. Co-Development and Co-Promotion: Agreement Structure Under the Co/Co Agreement, Regeneron has the right to exercise up to at least five Co/Co optionson the Company’s liver targets (other than the Company’s reserved liver targets), while the Company may exercise at least one Co/Co option on Regeneron’sliver targets, the exact number of Co/Co options being subject to certain conditions of the target selection process. Co/Co options must be exercised (orforfeited) once a target reaches a defined preclinical stage. Within 15 days of exercising the Co/Co option, the party exercising the option must pay $1.5million to the other party as compensation for prior work. The ATTR program was exempted from this payment. One Party will be the “Lead Party” and theother Party the “Participating Party”. The Lead Party shall have control and primary responsibility for the development, manufacturing, regulatory andcommercial activities. The Participating Party shall have the right to consult on these activities through its participation on the JDCC and will have the rightto co-fund development and commercialization activities in exchange for a share of profits. In general, the parties will share equally in worldwidedevelopment costs and profits of any future products. Prior to reaching a specific development milestone, the Participating Party may elect to reduce its shareof worldwide development costs and profits by 50.0 percentCo-Development and Co-Promotion: Termination. Either party may terminate by providing 180 days written notice. If the Company terminates, the productbecomes a Regeneron product, and is subject to all future milestone and royalty payment obligations under the Regeneron agreement. If Regeneronterminates and has contributed at least $5 million in development costs, the Company will pay low- to mid- single digit royalties on the net sales of theproduct, depending on co-funding percentage, stage at termination, if any, and Regeneron IP incorporated into the product.Accounting Analysis. The Company determined that the Regeneron Agreement is within the scope of ASC 606. The Company evaluated the promised goodsand services under the Regeneron Agreement and determined that the Regeneron Agreement included three performance obligations: (1) a combinedperformance obligation including the licenses to targets and the associated research activities and evaluation plans; (2) a combined performance obligationincluding the technology collaboration and associated research activities; and (3) the common stock.The Company also concluded that the ATTR Co/Co meets the definition of a collaborative arrangement per ASC 808, which is outside of the scope of ASC606. Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606. Assuch, the Company classifies payments received or made under the cost sharing provisions of the ATTR Co/Co as a component of revenues in theconsolidated statements of operations.Under the Regeneron Agreement, the Company determined that the transaction price was $125.0 million, consisting of the following consideration: (1) thenonrefundable upfront payment of $75.0 million; and (2) the payment for the common stock of $50.0 million. None of the clinical or regulatory milestoneswere included in the transaction price, as all milestone amounts were fully constrained. As part its evaluation of the constraint, the Company considerednumerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future regulatory progressand the licensee’s efforts. Any consideration related to sales-based milestones and royalties will be recognized when the related sales occur as they weredetermined to relate predominantly to the licenses granted to Regeneron and therefore have also been excluded from the transaction price. The Company willre-evaluate the transaction price in each reporting period and when events whose outcome are resolved or other changes in circumstances occur. F-23 The Company first allocated $50.0 million of the transaction price to the common stock. The common stock was sold at its standalone selling price and theCompany concluded that the total discount inherent in the arrangement is entirely attributable to the combined performance obligation including thelicenses to targets and associated research activities and evaluation plans and the combined performance obligation including the technology collaborationand associated research activities. As such, the remaining $75.0 million of the transaction price was allocated to the combined performance obligationincluding the licenses to targets and associated research activities and evaluation plans and the combined performance obligation including the technologycollaboration and associated research activities on a relative standalone selling price basis. The Company estimated the standalone selling price of eachcombined performance obligation by taking into consideration internal estimates of research and development personnel needed to perform the research anddevelopment services, estimates of expected cash outflows to third parties for services and supplies, selling prices of comparable transactions and typicalgross profit margins. As a result of this evaluation, the Company allocated $63.8 million to the combined performance obligation including the licenses totargets and associated research activities and evaluation plans and $11.2 million to the combined performance obligation including the technologycollaboration and associated research activities. The $63.8 million allocated to the combined performance obligation including the licenses to targets andassociated research activities and evaluation plans is being recognized on a straight-line basis over the six-year performance period of the arrangement,which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation and represents the Company’s best estimateof the period of the obligation. The $11.2 million allocated to the combined performance obligation including the technology collaboration and associatedresearch activities is being recognized on a straight-line basis over a period beginning with the inception of the technology collaboration in September 2016through the end of the arrangement, which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation andrepresents the Company’s best estimate of the period of the obligation.Revenue Recognition – Collaboration Revenue. Through December 31, 2018, excluding the amounts allocated to Regeneron’s purchase of common stock,the Company recorded a $75.0 million upfront payment and $12.1 million for research and development services under the Regeneron Arrangement.Through December 31, 2018, the Company has recognized $45.6 million, including $20.1 million, $16.8 million and $8.7 million of collaboration revenuein the years ended December 31, 2018, 2017 and 2016, respectively, in the consolidated statements of operations related to this arrangement. This includes$7.5 million, $4.1 million, and $0.5 million representing payments due from Regeneron pursuant to the ATTR Co/Co, which is accounted for under ASC808. As of December 31, 2018, there was approximately $41.4 million of the aggregate transaction price remaining to be recognized, which will berecognized ratably through April 2022. As of December 31, 2018 and 2017, the Company had deferred revenue of $41.4 million and $54.1 million,respectively, and accounts receivable of $1.5 million and $4.5 million, respectively, related to this arrangement. 8. Equity-Based CompensationEquity-based compensation expense is classified in the consolidated statements of operations as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Research and development $8,994 $7,280 $4,083 General and administrative 8,052 8,042 2,632 Total $17,046 $15,322 $6,715 F-24 Restricted StockRestricted stock is measured at fair value based on the quoted price of the Company’s common stock.The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2018: Number ofShares WeightedAverage GrantDate Fair Valueper Share Unvested restricted stock as of December 31, 2017 479,822 $0.90 Granted 86,250 22.98 Vested (411,372) 0.83 Cancelled (45,627) 8.31 Unvested restricted stock as of December 31, 2018 109,073 $15.53 As of December 31, 2018, there was $1.4 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest.These costs are expected to be recognized over a weighted average remaining vesting period of 1.6 years.Stock OptionsThe weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $15.05 per option foroptions granted during the year ended December 31, 2018, $12.43 per option for options granted during the year ended December 31, 2017 and $6.48 peroption for options granted during the year ended December 31, 2016. Key assumptions used to apply this pricing model were as follows: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.7% 2.0% 1.3%Expected life of options 6.0 years 6.0 years 6.0 years Expected volatility of underlying stock 87.1% 93.9% 88.0%Expected dividend yield 0.0% 0.0% 0.0% The following is a summary of stock option activity for the year ended December 31, 2018: Number ofOptions WeightedAverageExercisePrice perShare WeightedAverageRemainingContractualTerm AggregateIntrinsicValue (In years) (In thousands) Outstanding at December 31, 2017 4,705,448 $12.09 Granted 2,128,126 20.38 Exercised (1,142,944) 9.32 Forfeited (652,967) 16.59 Outstanding at December 31, 2018 5,037,663 $15.63 8.38 $8,940 Exercisable at December 31, 2018 1,736,487 $11.42 7.34 $6,360 As of December 31, 2018, there was $38.2 million of unrecognized compensation cost related to stock options that are expected to vest. These costs areexpected to be recognized over a weighted average remaining vesting period of 2.9 years.F-25 9. Loss Per ShareBasic and diluted loss per share was calculated as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Net loss $(85,343) $(67,543) $(31,634)Weighted average shares outstanding, basic and diluted 43,069 36,006 22,222 Net loss per share, basic and diluted $(1.98) $(1.88) $(1.42)The following common stock equivalents were excluded from the calculation of diluted loss per share in 2018, 2017 and 2016 because their inclusion wouldhave been anti-dilutive: Year Ended December 31, 2018 2017 2016 (In thousands) Unvested restricted stock 109 480 1,362 Stock options 5,038 4,705 3,040 5,147 5,185 4,402 10. Stockholders’ EquityOn May 11, 2016, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,900,000 shares, includingall additional shares available to cover over-allotments, at a price of $18.00 per share. The Company received net proceeds before expenses from the IPO of$115.5 million after deducting underwriting discounts and commissions paid by the Company. In preparation for the IPO, the Company’s board of directorsand stockholders approved a one-for-1.7 reverse stock split of the Company’s common stock effective April 25, 2016. All share and per share amounts in theconsolidated financial statements and notes thereto have been retroactively adjusted, where necessary, to give effect to this reverse stock split. In connectionwith the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock at a one-for-0.6465903ratio as of May 11, 2016, resulting in an additional 23,481,956 shares of common stock of the Company becoming outstanding. In addition, the Companyissued a total of 3,055,554 shares of common stock for $55.0 million in two separate, concurrent private placements upon the closing of the IPO.On November 1, 2017, the Company entered into an underwriting agreement related to a public offering of 6,250,000 shares of the Company’s commonstock, par value $0.0001 per share. The offering closed on November 6th and the Company received net proceeds of $141.0 million, after deductingunderwriting discounts.On October 12, 2018, the Company filed a Registration Statement on Form S-3 (the “Shelf”) with the SEC in relation to the registration of common stock,preferred stock, warrants and/or units of any combination thereof (collectively, the “Securities”). The Company also simultaneously entered into an OpenMarket Sale Agreement (the “Sales Agreement”) with Jefferies LLC, (the “Sales Agent”), to provide for the offering, issuance and sale by the Company of upto an aggregate amount of $100.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf and subject to the limitationsthereof. On November 15, 2018, the Company issued 1,659,300 shares of its common stock in accordance with the Sales Agreement for net proceeds of $29.0million, after payment of cash commissions of 3.0 percent of the gross proceeds to the Sales Agent. Additionally, the Company incurred approximately $0.4million related to legal, accounting and other fees in connection with the Sales Agreement and subsequent sale.The Company classifies stock that is redeemable in circumstances outside of the Company’s control outside of permanent equity. The Company recordedconvertible preferred stock at fair value upon issuance, net of any issuance costs or discounts. No accretion was recognized as the contingent events thatcould give rise to redemption were not deemed probable. The preferred stock outstanding at December 31, 2015 was automatically converted to commonstock in connection with the closing of the IPO.F-26 11. Related Party TransactionsCaribou BiosciencesIn July 2014, the Company licensed from Caribou certain IP and entered into an arrangement under which Caribou provided research and developmentservices. In addition, under the license agreement the Company agreed to pay 30 percent of Caribou’s patent prosecution, filing and maintenance costs underits IP license agreement with Caribou. Caribou owned 5.5 percent of the Company’s voting interests as of December 31, 2018.On October 17, 2018, the Company initiated an arbitration proceeding with JAMS against Caribou asserting that Caribou is violating the terms andconditions of the license agreement, as well as other contractual and legal rights, by using and seeking to license to third parties two patent families relatingto specific structural or chemical modifications of guide RNAs, that were purportedly invented or controlled by Caribou, in the Company’s exclusive humantherapeutic field. Caribou has asserted that the two families of IP are outside the scope of the license agreement. In accordance with the Caribou License, theCompany has submitted a demand for arbitration seeking a declaration that the disputed IP is included within the scope of the Company’s license under theCaribou License, an award of compensatory, consequential and punitive damages based on Caribou’s conduct, and an injunction prohibiting Caribou fromlicensing or using this IP in the Company’s exclusive human therapeutics field, among other claims. The arbitration will take place in San Francisco,California.The Company recognized general and administrative expense of $0.9 million, $0.5 million and $0.9 million during the years ended December 31, 2018,2017 and 2016 related to the Company’s obligation to pay 30.0 percent of Caribou’s patent defense costs. Additionally, during the year ended December 31,2016 the Company recognized research and development expense of $1.3 million related to license and service agreements entered into with Caribou.Novartis Institutes for Biomedical ResearchIn connection with its entry into the collaboration and license agreement and related equity transactions with Novartis, in 2015 the Company issued Novartiscapital stock, and in May 2016, Novartis acquired 277,777 shares of the Company’s common stock in a private placement transaction concurrent with theCompany’s IPO. As a result of these capital stock transactions, Novartis collectively owned 9.6 percent of the Company’s voting interests as of December 31,2018. Refer to Note 7 for additional information regarding this collaboration agreement.The Company recognized collaboration revenue of $10.3 million, $9.3 million and $7.8 million in the years ended December 31, 2018, 2017 and 2016,respectively, related to this agreement. As of each of the periods ended December 31, 2018 and 2017, the Company had recorded accounts receivable of $6.0million related to this collaboration. As of the periods ended December 31, 2018 and 2017, the Company had deferred revenue of $14.5 million and $11.2million, respectively, related to this collaboration.12. 401(k) PlanIn 2015, the Company established the Intellia Therapeutics, Inc. 401(k) Plan (the “401(k) Plan”) for its employees, which is designed to be qualified underSection 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) Plan within statutory and 401(k) Plan limits.During 2018, the Company began to make matching contributions of 50 percent of the first 6 percent of employee contributions. The Company madematching contributions of $0.6 million for the year ended December 31, 2018.F-27 13. Unaudited Quarterly ResultsThe results of operations on a quarterly basis for the years ended December 31, 2018 and 2017 are set forth below: March 31,2018 June 30,2018 September 30,2018 December 31,2018 (Amounts in thousands except per share data) Collaboration revenue $7,469 $7,677 $7,408 $7,880 Operating expenses: Research and development 22,493 23,467 23,237 19,918 General and administrative 7,406 7,805 8,270 8,708 Total operating expenses 29,899 31,272 31,507 28,626 Operating loss (22,430) (23,595) (24,099) (20,746)Interest income 1,074 1,376 1,397 1,680 Net loss $(21,356) $(22,219) $(22,702) $(19,066)Net loss per share, basic and diluted $(0.51) $(0.52) $(0.53) $(0.43)Weighted average shares outstanding, basic and diluted 42,043 42,836 43,161 44,215 March 31,2017 June 30,2017 September 30,2017 December 31,2017 (Amounts in thousands except per share data) Collaboration revenue $6,215 $5,917 $7,317 $6,668 Operating expenses: Research and development 13,431 15,565 17,481 21,170 General and administrative 5,732 6,369 5,711 10,213 Total operating expenses 19,163 21,934 23,192 31,383 Operating loss (12,948) (16,017) (15,875) (24,715)Interest income 317 424 519 752 Net loss $(12,631) $(15,593) $(15,356) $(23,963)Net loss per share, basic and diluted $(0.36) $(0.45) $(0.44) $(0.61)Weighted average shares outstanding, basic and diluted 34,723 34,916 35,189 39,155 F-28 EXHIBIT INDEX ExhibitNo. Exhibit Index 3.1 Second Amended and Restated Certificate of Incorporation of the Registrant (1) 3.2 Second Amended and Restated By-laws of the Registrant (1) 4.1 Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August 20, 2015 (5) 4.2 Amendment No. 1 to Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated April 11, 2016 (6) 4.3 Amendment No. 2 to Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August 25, 2016 (3) 10.1# 2015 Amended and Restated Stock Option and Incentive Plan and forms of award agreements thereunder (3) 10.2# Senior Executive Cash Incentive Bonus Plan (5) 10.3† License Agreement dated as of July 16, 2014 by and between the Registrant (as successor in interest of Intellia Therapeutics, LLC) andCaribou Biosciences, Inc. (4) 10.4† Services Agreement dated as of July 16, 2014 by and between the Registrant (as successor in interest of Intellia Therapeutics, LLC) andCaribou Biosciences, Inc. (4) 10.5† License and Collaborative Research Agreement dated as of December 18, 2014 by and between the Registrant and Novartis Institutes forBioMedical Research, Inc. (2) 10.6# Form of Indemnification Agreement (3) 10.7 Lease Agreement, by and between the Registrant and MIT 130 Brookline LLC, dated as of October 21, 2014 (5) 10.8 Lease Agreement, by and between the Registrant and BMR-Sidney Research Campus LLC, dated as of January 6, 2016 (5) 10.9# 2016 Employee Stock Purchase Plan (3) 10.10† Amendment No. 1 to License Agreement dated as of February 2, 2016 by and between the Registrant and Caribou Biosciences, Inc. (5) 10.11† Addendum to License Agreement dated as of February 2, 2016 by and between the Registrant and Caribou Biosciences, Inc. (5) 10.12† License and Collaboration Agreement dated as of April 11, 2016 by and between the Registrant and Regeneron Pharmaceuticals, Inc. (2) 10.13 Common Stock Purchase Agreement dated as of April 26, 2016 between the Registrant and Regeneron Pharmaceuticals, Inc. (3) 10.14# Common Stock Purchase Agreement dated as of April 26, 2016 between the Registrant and Novartis Institutes for BioMedical Research, Inc.(3) 10.15# Form of Employment Agreement for Executive Officers (3) 10.16† Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement dated December 15, 2016 by andbetween the Registrant, CRISPR Therapeutics AG, The Regents of the University of California, University of Vienna, ERS Genomics Ltd.,TRACR Hematology Ltd., Caribou Biosciences, Inc., and Dr. Emmanuelle Charpentier (7) 10.17# Form of Amended and Restated Employment Agreement (8)  ExhibitNo. Exhibit Index 10.18* Letter Agreement, dated as of July 20, 2018, by and between the Company and Regeneron Pharmaceuticals, Inc. and the corresponding Formof Co-Development and Co-Promotion Agreement, by and between the Company and Regeneron Pharmaceuticals, Inc. (9) 10.19* Agreement and Amendment to License and Collaborative Research Agreement, dated as of December 3, 2018, by and between Novartis andthe Company (10) 21.1 Subsidiaries of the Registrant (10) 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (10) 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002 (10) 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002 (10) 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by John M.Leonard, M.D., President and Chief Executive Officer of the Company, and Glenn Goddard, Executive Vice President, Chief Financial Officerof the Company (11) 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 Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. †Application for confidential treatment of certain provisions has been granted by the Securities and Exchange Commission. Omitted material forwhich confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.*Application for confidential treatment of certain provisions has been made to the Securities and Exchange Commission. Omitted material for whichconfidential treatment has been requested has been filed separately with the Securities and Exchange Commission.#Indicates a management contract or any compensatory plan, contract or arrangement(1)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37766) filed with the Securities and Exchange Commissionon May 17, 2016(2)Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission onMay 5, 2016(3)Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission onApril 27, 2016(4)Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission onApril 19, 2016(5)Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission onApril 11, 2016(6)Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission onApril 12, 2016(7)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37766) filed with the Securities and Exchange Commissionon December 16, 2016(8)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37766) filed with the Securities and Exchange Commissionon April 17, 2018(9)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37766) filed with the Securities and ExchangeCommission on October 31, 2018(10)Filed with this Annual Report on Form 10-K(11)The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” forpurposes of Section 18 of the Securities Exchange Act of 1934, as  amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.  SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. INTELLIA THERAPEUTICS, INC. By:/s/ John M. Leonard John M. Leonard, M.D. President and Chief Executive Officer Dated: February 27, 2019Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in thecapacities and on the dates indicated. Name Title Date /s/ John M. Leonard President, Chief Executive Officer and Director February 27, 2019John M. Leonard, M.D. (Principal Executive Officer) /s/ Glenn Goddard Executive Vice President, Chief Financial Officer February 27, 2019Glenn Goddard (Principal Financial and Accounting Officer) /s/ Fred Cohen Director February 27, 2019Fred Cohen /s/ Caroline Dorsa Director February 27, 2019Caroline Dorsa /s/ Jean François Formela Director February 27, 2019Jean François Formela, M.D. /s/ Jesse Goodman Director February 27, 2019Jesse Goodman /s/ Perry Karsen Director February 27, 2019Perry Karsen /s/ Frank Verwiel Director February 27, 2019Frank Verwiel, M.D. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THISEXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO ANAPPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED. Exhibit 10.19Agreement and AmendmenttoLicense and Collaborative Research AgreementThis Agreement and Amendment (the “Amendment”) dated December 3, 2018 (the “Amendment Effective Date”), is madeby and between Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and Intellia Therapeutics, Inc. (“Intellia”) and it amendsthe License and Collaborative Research Agreement (“Agreement”), effective December 18, 2014, by and between Novartis andIntellia, as amended by the Extension Agreement effective January 30, 2015 (the “Extension Agreement”). Novartis and Intellia areeach separately referred to as a “Party” and are collectively referred to as the “Parties”. Capitalized terms not otherwise defined in thisAmendment have the meanings set forth in the Agreement. For good and valuable consideration, the Parties agree as follows:Section 1.Amendment of Section 1.1 (Definitions).(a)Effective as of the Amendment Effective Date, the definition of “Target” in Section 1.1 of the Agreement is herebyreplaced in its entirety with the following:“Target” means(a) For the purpose of the HSC Program and the CART Program:[***][***](b) For the purpose of any In Vivo Program:[***][***][***](b)A new definition of “ICD-10 Indication” is hereby added to Section 1.1 of the Agreement, which shall read as follows:“ICD-10 Indication” means a [***].(c)Effective as of the Amendment Effective Date, the definition of “HSC” in Section 1.1 of the Agreement is herebyreplaced in its entirety with the following:1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THISEXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO ANAPPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED. “HSC” means hematopoietic stem cells [***].(d)A new definition of “LSC” is hereby added to Section 1.1 of the Agreement, which shall read as follows:“LSC” means limbal stem cells [***].(e)A new definition of “Genome Editing” is hereby added to Section 1.1 of the Agreement, which shall read as follows: “Genome Editing” means the alteration, replacement, deletion, insertion, or transcriptional regulation of DNA in thegenome of living cells, using [***] nuclease that is designed to recognize, or is targeted to, a specific site of thegenome. [***].Section 2.Novartis Selected HSC Targets.(a)Notwithstanding any prior notices to the contrary, the Parties acknowledge and agree to Novartis’s selection (under andin accordance with Section 2.2.3(a)(i) of the Agreement) of [***]. (b)Effective as of the Amendment Effective Date, the number of remaining Additional Novartis Selected HSC Targets setforth in Section 2.2.4 of the Agreement shall be reduced by [***]. Notwithstanding the selection process for HSC Targets inSection 2.2.3 of the Agreement or the timing of selection of Additional Selected HSC Targets in Section 2.2.4(a) of theAgreement, Novartis hereby selects [***], and Intellia agrees to such selection. For clarity, following the Amendment EffectiveDate and Novartis’s selection of [***].Section 3.[***].Notwithstanding any prior notices to the contrary, the Parties acknowledge and agree [***]. Section 4.Safe-Harbor Target Selection Process.(a)If a Party selects an [***] (as defined in this Amendment) as an HSC Target, such selection will specify the [***]. (b)At any time prior to initiating a clinical trial directed to the corresponding ICD-10 Indication, a Party may modify the[***] by providing written notice of the modified [***] to the other Party. (c)The Party selecting an [***] shall have the right to pursue additional Products that incorporate [***].2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THISEXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO ANAPPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED. Section 5.Inclusion of LSCs in HSC Program.In consideration of the addition of LSCs (as defined in Section 1(d) of this Amendment) to the HSC Program as provided inthis Amendment, Novartis will make a one-time, non-refundable, non-creditable payment to Intellia of USD$10 million, which will bemade within sixty (60) days after receipt of an invoice for the same. No further payment will be due for the selections described inSection 2(b) of this Amendment; provided that, for clarity, Novartis will pay the Milestones and Royalties set forth in Section 7 of theAgreement for any HSC Target Product, including HSC Target Products wherein the HSC is an LSC, in accordance with theAgreement.Section 6.Expansion of License to LNP. (a)Effective as of the Amendment Effective Date, Section 5.3.6 of the Agreement is hereby replaced in its entirety with thefollowing:5.3.6 Novartis Other Background Intellectual Property. Novartis hereby grants to Intellia and its Affiliates a worldwide,non-exclusive, fully paid and royalty-free license to Practice the Novartis Other Background Intellectual Property toresearch, Develop, and Commercialize CRISPR-based and/or other Genome Editing-based human therapeutic, prophylactic,and/or palliative products (or components thereof) by or on behalf of Intellia or its Affiliates. Subject to Section 5.3.4 andSection 2.6, Intellia and its Affiliates will have the right to sublicense the license granted under this Section 5.3.6 [***] toThird Party vendors, service providers, and collaborators, solely for Practice in connection with the research, Development,and Commercialization of such human therapeutic, prophylactic, and/or palliative CRISPR-based and/or other GenomeEditing-based products with (e.g., collaborations) or on behalf of Intellia or its Affiliates. Novartis will have the right toterminate rights to [***], upon written notice to Intellia in the event that Intellia or any of its Affiliates [***] (an “IntelliaOther Patent Challenge”).Section 7.[***].(a)From and after the Amendment Effective Date, the [***] of Section 7.2.1(b) of the Agreement applied to [***]. (b)The date “[***]” in Section 7.8.6 of the Agreement is hereby struck, and in its place, the date “[***]” is hereby inserted.Section 8.Effect of Amendment. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement or anyother provision not expressly referred to herein. Except as amended as set forth above, the Agreement shall continue in full force andeffect. 3 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THISEXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO ANAPPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED. Section 9.Entire Agreement. This Amendment, together with the Agreement and the Extension Agreement, constitute the full and entire understandingand agreement between the Parties with regard to the subject matter hereof and thereof, and any and all other written or oralagreements relating to the subject matter hereof existing between the Parties hereto are expressly superseded hereby. Section 10.Governing Law. This Amendment will be governed by and construed under the laws of the Commonwealth of Massachusetts, USA, withoutgiving effect to the conflicts of laws provision thereof.Section 11.Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe Portable DocumentFormat (.pdf) sent by electronic mail or other electronic means shall be deemed to be original signatures.[Signature Page Follows]Amendment to License and Collaborative Research Agreement Executed as of the Amendment Effective Date. NOVARTIS INSTITUTES FOR BIOMEDICALRESEARCH, INC. INTELLIA THERAPEUTICS, INC. By:/s/ Scott A. Brown By:/s/ John Leonard Name:Scott A. Brown Name:John Leonard Title:VP, General Counsel Title:CEO 4 Exhibit 21.1Subsidiaries of the Registrant Entity State of Incorporation of OrganizationIntellia Securities Corp. Massachusetts  EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 227814 on Form S-3 and Registration Statement Nos. 333-218511 and333-211200 on Form S-8 of our reports dated February 27, 2019, relating to the consolidated financial statements of Intellia Therapeutics, Inc., andthe effectiveness of Intellia Therapeutics, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of IntelliaTherapeutics, Inc. for the year ended December 31, 2018. /s/ Deloitte & Touche LLP Boston, Massachusetts February 27, 2019  Exhibit 31.1CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TORULE 13a-14(a) / RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDI, John M. Leonard, M.D., certify that:1. I have reviewed this Annual Report on Form 10-K of Intellia Therapeutics, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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 theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin 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 theeffectiveness 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 recentfiscal 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, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 reasonablylikely 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 controlover financial reporting.Date: February 27, 2019 /s/ John M. LeonardJohn M. Leonard, M.D.President and Chief Executive Officer(Principal Executive Officer)  Exhibit 31.2CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TORULE 13a-14(a) / RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDI, Glenn Goddard, certify that:1. I have reviewed this Annual Report on Form 10-K of Intellia Therapeutics, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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 theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin 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 theeffectiveness 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 recentfiscal 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, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 reasonablylikely 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 controlover financial reporting.Date: February 27, 2019 /s/Glenn GoddardGlenn GoddardExecutive Vice President, Chief Financial Officer(Principal Financial and Accounting Officer)  Exhibit 32.1CERTIFICATIONS OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with this Annual Report on Form 10-K of Intellia Therapeutics, Inc. (the “Company”) for the period ended December 31, 2018, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, John M. Leonard, M.D., President and Chief ExecutiveOfficer (Principal Executive Officer) of the Company, and Glenn Goddard, Executive Vice President, Chief Financial Officer (Principal Financial andAccounting Officer) of the Company, hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of2002, that to the best of his knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Dated: February 27, 2019 /s/ John M. Leonard John M. Leonard, M.D.President and Chief Executive Officer(Principal Executive Officer) /s/ Glenn Goddard Glenn GoddardExecutive Vice President, Chief Financial Officer(Principal Financial and Accounting Officer) 

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