You should read the following discussion and analysis of financial condition and operating results together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in or implied by these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.



                                    Overview

We are a clinical-stage biopharmaceutical company dedicated to improving the lives of patients suffering from debilitating and life-threatening diseases through the discovery, development and commercialization of therapies to degrade disease-causing proteins. We use our proprietary technology platform to engineer proteolysis targeting chimeras, or PROTAC targeted protein degraders, that are designed to harness the body's own natural protein disposal system to selectively remove disease-causing proteins. We believe that our targeted protein degradation approach is a therapeutic modality that may provide distinct advantages over existing modalities, including traditional small molecule therapies and gene-based medicines. Our small molecule PROTAC technology has the potential to address a broad range of intracellular disease targets, including those representing the up to 80% of proteins that cannot be addressed by existing small molecule therapies, commonly referred to as "undruggable" targets. We are using our PROTAC platform to build an extensive pipeline of protein degradation product candidates to target diseases in oncology, neuroscience, and other therapeutic areas.

Our two lead product candidates are ARV-110 and ARV-471. We are developing ARV-110, a PROTAC protein degrader targeting the androgen receptor protein, or AR, for the treatment of men with metastatic castration-resistant prostate cancer, or mCRPC. We initiated a Phase 1 clinical trial of ARV-110 in March 2019. We are also developing ARV-471, a PROTAC protein degrader targeting the estrogen receptor protein, or ER, for the treatment of patients with locally advanced or metastatic ER positive / HER2 negative breast cancer. We initiated a Phase 1 clinical trial for ARV-471 in August 2019. In the fourth quarter of 2019 and the first quarter of 2020, we amended the protocols for each of our Phase 1 clinical trials for ARV-110 and ARV-471, respectively, to include the Phase 2 expansion cohorts.

In October 2019, we announced initial safety, tolerability and pharmacokinetic data from the ongoing dose escalation portion of the Phase 1/2 clinical trial for each of ARV-110 and ARV-471. And in May 2020, we announced updated data from the Phase 1/2 clinical trial for ARV-110 and provided an interim update on our progress with ARV-471.

The initial data from the October 2019 announcement regarding the Phase 1/2 clinical trials showed dose proportionality for ARV-110 and that exposures of both ARV-110 and ARV-471 have reached levels associated with tumor growth inhibition in preclinical studies. In addition, the data disclosed in October 2019 for both ARV-110 and ARV-471 showed that each dose tested had been well tolerated and that no dose-limiting toxicities and no grade 2, 3, or 4 related adverse events had been observed.

The data from the May 2020 announcement regarding the dose escalation portion of our Phase 1/2 clinical trial of ARV-110 showed evidence of in-tumor AR reduction. As of the April 20, 2020 data cut-off, 20 patients were evaluable for prostate-specific antigen, or PSA, response, including 12 patients treated at 140 mg or higher. These 12 patients exclude one patient who received two weeks of therapy prior to discontinuing due to a rosuvastatin-related dose limiting toxicity.

Of the 12 patients treated at 140 mg and above, circulating tumor DNA analysis of five patients showed AR forms (L702H point mutations and AR-V7 splice variants) not degradable by ARV-110 in preclinical studies. In the group of seven remaining patients who had degradable forms of AR (other AR point mutations, AR amplification and wildtype AR), two patients achieved confirmed PSA responses that remained ongoing.

One of these patients had a 74% decline from baseline in PSA and remained without progression after 30 weeks, as of the data cut-off. This patient did not have measurable disease at baseline for assessment by Response Evaluation Criteria in Solid Tumors, or RECIST, a standardized set of rules for response assessment based on tumor shrinkage. The second patient had both a deep PSA response (97% decline from baseline) and a confirmed partial RECIST response (80% decrease from baseline in tumor mass) and remains without progression after 18 weeks, as of the data cut-off. Both responses, which were in patients at the 140 mg dose, were achieved by ARV-110 despite prior treatment with enzalutamide, abiraterone, chemotherapy and other therapies. Tumors from both patients have H875Y and T878A point mutations in AR, which are known to drive resistance to current standard of care treatments and have been degraded by ARV-110 in preclinical studies. In addition to these two patients, PSA reductions were observed in other patients but did not meet a 50% reduction in PSA threshold at data cutoff, and four patients remained on ARV-110 without radiographic progression for at least 20 weeks.



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A potential drug-drug interaction between ARV-110 and rosuvastatin, or ROS, was identified during the trial. Of the 22 patients enrolled, two had concurrent use of ROS. One patient receiving 280 mg ARV-110 experienced a Grade 4 dose-limiting toxicity of elevated aspartate transaminase/alanine transaminase, or AST/ALT, liver enzymes followed by acute renal failure. The second patient, receiving 70 mg ARV-110, experienced a Grade 3 AST/ALT elevation, which resolved after the removal of ROS, and the patient was retreated with ARV-110. Follow-up exploratory findings indicate that ROS concentrations, but not ARV-110 concentrations, were elevated in both patients who had liver function test increases. Subsequent in vitro transport pump studies indicate that ARV-110 inhibits breast cancer resistant pump transporter, of which ROS is a substrate. Following the initial data that supported a potential interaction with ROS, concomitant use of ROS was precluded, and as of the cut-off date no other ARV-110 related Grade 3 or 4 adverse events had been reported. Six other patients had, as of the data cut-off date, received concomitant non-ROS statins without AST/ALT adverse events.

The data from the May 2020 announcement regarding the Phase 1/2 clinical trial of ARV-471 reported that no dose limiting toxicities had been observed, that the pharmacokinetics of ARV-471 had been generally dose proportional, and that we had seen early evidence of ER degradation in the clinical trial.

Dose escalation for each of the Phase 1/2 clinical trials continues and both trials are currently ongoing. We expect to share additional clinical data from the dose escalation of the Phase 1/2 trials of ARV-110 and ARV-471 in the fourth quarter of 2020.

A novel strain of coronavirus, or COVID-19, was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. We have instated some and may take additional precautionary measures intended to help ensure our employees well-being and minimize business disruption. We temporarily shut down our laboratories in mid-March 2020 but have now reopened our laboratories as well as initiated work with biology contract research organizations, or CROs. Our office-based employees continue to work remotely. We considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on our results of operations and financial position as of June 30, 2020. The full extent of the future impacts of COVID-19 on our operations is uncertain. A prolonged outbreak could have a material adverse impact on our financial results and business operations, including the timing and our ability to complete certain clinical trials and other efforts required to advance our preclinical pipeline.

We commenced operations in 2013, and our operations to date have been limited to organizing and staffing our company, business planning, raising capital, conducting discovery and research activities, filing patent applications, identifying potential product candidates, undertaking preclinical studies, establishing arrangements with third parties for the manufacture of initial quantities of our product candidates and conducting early-stage clinical trials. To date, we have not generated any revenue from product sales and have financed our operations primarily through sales of our equity interests, proceeds from our collaborations, grant funding and debt financing. Through June 30, 2020, we raised approximately $388.1 million in gross proceeds from the sale of common stock, the exercise of stock options, and the sale of Series A, Series B and Series C convertible preferred units, and had received an aggregate of $116.4 million in payments from collaboration partners, grant funding and partially forgivable loans from the State of Connecticut.

We are a clinical-stage company. ARV-110 and ARV-471 are each in a Phase 1/2 clinical trial and our other drug discovery activities are at the research and preclinical development stages. Our ability to generate revenue from product sales sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. Since inception, we have incurred significant operating losses. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Our net loss was $47.0 million for the six months ended June 30, 2020, $70.3 million for the year ended December 31, 2019 and $41.5 million for the year ended December 31, 2018. As of June 30, 2020, we had an accumulated deficit of $419.5 million.

Our total operating expenses were $61.9 million for the six months ended June 30, 2020, $94.5 million for the year ended December 31, 2019 and $58.1 million for the year ended December 31, 2018. We anticipate that our expenses will increase substantially due to costs associated with our anticipated clinical activities for ARV-110 and ARV-471, development activities associated with our other product candidates, research activities in oncology, neurological and other disease areas to expand our pipeline, hiring additional personnel in research, clinical operations, quality and other functional areas, increased expenses incurred with contract manufacturing organizations, or CMOs, to supply us with product for our preclinical studies and clinical trials, as well as other associated costs including the management of our intellectual property portfolio.



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We do not expect to generate revenue from sales of any product for many years, if ever. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research or product development programs or any future commercialization efforts, or to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.



                         Financial Operations Overview

Revenue

To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. Our revenues to date have been generated through research collaboration and license agreements. Revenue is recognized ratably over our expected performance period under each agreement. We expect that any revenue for the next several years will be derived primarily from our current collaboration agreements and any additional collaborations that we may enter into in the future. To date, we have not received any royalties under any of the collaboration agreements.

Genentech License Agreement

In September 2015, we entered into an Option and License Agreement with Genentech, Inc. and F. Hoffmann-La Roche Ltd, collectively referred to as Genentech, focused on PROTAC targeted protein degrader discovery and research for target proteins, or Targets, based on our proprietary platform technology, other than excluded Targets as described below. This collaboration was expanded in November 2017 through an Amended and Restated Option, License and Collaboration Agreement, which we refer to as the Restated Genentech Agreement.

Under the Restated Genentech Agreement, Genentech has the right to designate up to ten Targets for further discovery and research utilizing our PROTAC platform technology. Genentech may designate as a Target any protein to which a PROTAC targeted protein degrader, by design, binds to achieve its mechanism of action, subject to certain exclusions. Genentech also has the right to remove a Target from the collaboration and substitute a different Target that is not an excluded Target at any time prior to our commencing research on such Target or in certain circumstances following commencement of research by us.

At the time we entered into the original agreement with Genentech we received an upfront payment of $11.0 million, and at the time we entered into the Restated Genentech Agreement, we received an additional $34.5 million in upfront payments and expansion target payments. We are eligible to receive up to an aggregate of $27.5 million in additional expansion target payments if Genentech exercises its options for all remaining Targets. We are also eligible to receive payments aggregating up to $44.0 million per Target upon the achievement of specified development milestones; payments aggregating up to $52.5 million per Target (assuming approval of two indications) subject to the achievement of specified regulatory milestones; and payments aggregating up to $60.0 million per PROTAC targeted protein degrader directed against the applicable Target, subject to the achievement of specified sales milestones. These milestone payments are subject to reduction if we do not have a valid patent claim covering the licensed PROTAC targeted protein degrader at the time the milestone is achieved. We are also eligible to receive, on net sales of licensed PROTAC targeted protein degraders, mid-single digit royalties, which may be subject to reductions.

Pfizer Collaboration Agreement

In December 2017, we entered into a Research Collaboration and License Agreement with Pfizer, Inc., or Pfizer, setting forth our collaboration to identify or optimize PROTAC targeted protein degraders that mediate for degradation of Targets, using our proprietary platform technology that are identified in the agreement or subsequently selected by Pfizer, subject to certain exclusions. We refer to this agreement as the Pfizer Collaboration Agreement.

Under the Pfizer Collaboration Agreement, Pfizer has designated a number of initial Targets. For each identified Target, we and Pfizer will conduct a separate research program pursuant to a research plan. Pfizer may make substitutions for any of the initial Target candidates, subject to the stage of research for such Target.

In the year ended December 31, 2018, we received an aggregate of $28.0 million in upfront payments and certain additional payments under the terms of the Pfizer Collaboration Agreement. We are also eligible to receive up to an additional $37.5 million in non-refundable option payments if Pfizer exercises its options for all Targets under the agreement. In the six months ended June 30, 2020 and the year ended December 31, 2019, we received an aggregate of $1.0 million and $4.0 million, respectively, for option and substitution target payments under the agreement. We are also entitled to receive up to $225.0 million in development milestone payments and up to $550.0 million in sales-based milestone payments for all designated Targets under the agreement, as well as mid- to high-single digit tiered royalties based on sales of PROTAC targeted protein degrader-related products, which may be subject to reductions.



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Bayer Collaboration Agreement

In June 2019, we entered into a collaboration agreement with Bayer AG, which we refer to as the Bayer Collaboration Agreement, setting forth our collaboration to identify or optimize PROTAC targeted protein degraders that mediate for degradation of Targets, using our proprietary platform technology, that are selected by Bayer, subject to certain exclusions and limitations. The Bayer Collaboration Agreement became effective in July 2019.

Under the Bayer Collaboration Agreement, we and Bayer will conduct a research program pursuant to separate research plans mutually agreed to by us and Bayer and tailored to each Target selected by Bayer. Bayer may make substitutions for any such initial Target candidates, subject to certain conditions and based on the stage of research for such Target. During the term of the Bayer Collaboration Agreement, we are not permitted, either directly or indirectly, to design, identify, discover or develop any small molecule pharmacologically-active agent whose primary mechanism of action is, by design, directed to the inhibition or degradation of any Target selected or reserved by Bayer, or grant any license, covenant not to sue or other right to any third party in the field of human disease under the licensed intellectual property for the conduct of such activities.

Under the terms of the Bayer Collaboration Agreement, we received an aggregate upfront non-refundable payment of $17.5 million, plus an additional $1.5 million in research funding payments. Bayer is committed to fund an additional $10.5 million, of which $3.0 million was received in the six months ended June 30, 2020, in research funding payments through 2022, subject to potential increases if our costs for research activities exceed the research funding payments allocated to a Target and certain conditions are met. We are also eligible to receive up to $197.5 million in development milestone payments and up to $490.0 million in sales-based milestone payments for all designated Targets. In addition, we are eligible to receive, on net sales of PROTAC targeted protein degrader-related products, mid-single digit to low-double digit tiered royalties, which may be subject to reductions.

Operating Expenses

Our operating expenses since inception have consisted solely of research and development costs and general and administrative costs.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts, and the development of our product candidates, and include:



     • salaries, benefits and other related costs, including stock-based
       compensation expense, for personnel engaged in research and development
       functions;


     • expenses incurred under agreements with third parties, including contract
       research organizations and other third parties that conduct research and
       preclinical activities on our behalf as well as third parties that
       manufacture our product candidates for use in our preclinical studies and
       clinical trials;


     • costs of outside consultants, including their fees, stock-based
       compensation and related travel expenses;


     • the costs of laboratory supplies and developing preclinical study and
       clinical trial materials;


     • facility-related expenses, which include direct depreciation costs of
       equipment and allocated expenses for rent and maintenance of facilities and
       other operating costs; and


  • third-party licensing fees.

We expense research and development costs as incurred.



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We typically use our employee and infrastructure resources across our development programs, and as such, do not track all our internal research and development expenses on a program-by-program basis. The following table summarizes our research and development expenses for our AR program, ER program and all other platform and exploratory research and development costs:





                                         For the Three Months          For the Six Months
                                            Ended June 30,               Ended June 30,
(in thousands)                            2020            2019          2020          2019
AR program costs                       $     5,413      $  3,093     $    9,261     $  5,949
ER program costs                             2,570         1,605          6,692        3,399

Other research and development costs 15,433 11,303 29,190 20,843 Total research and development costs $ 23,416 $ 16,001 $ 45,143 $ 30,191

Research and development activities are central to our business model. We expect that our research and development expenses will continue to increase substantially for the foreseeable future as we conduct clinical trials for ARV-110 and ARV-471 and continue to discover and develop additional product candidates.

We cannot reasonably estimate or determine with certainty the duration and costs of future clinical trials of ARV-110 and ARV-471 or any other product candidate we may develop or if, when, or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we obtain marketing approval. We may never succeed in obtaining marketing approval for any product candidate. The successful development and commercialization of our product candidates is highly uncertain. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

• successful completion of preclinical studies;

• successful initiation of clinical trials;

• successful patient enrollment in and completion of clinical trials;




     • receipt and related terms of marketing approvals from applicable regulatory
       authorities;


     • obtaining and maintaining patent and trade secret protection and regulatory
       exclusivity for our product candidates;


     • making arrangements with third-party manufacturers, or establishing
       manufacturing capabilities, for both clinical and commercial supplies of
       our product candidates;


     • establishing sales, marketing and distribution capabilities and launching
       commercial sales of our products, if and when approved, whether alone or in
       collaboration with others;


     • acceptance of our products, if and when approved, by patients, the medical
       community and third-party payors;

• obtaining and maintaining third-party coverage and adequate reimbursement;




     • maintaining a continued acceptable safety profile of the products following
       approval; and

• effectively competing with other therapies.

A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the U.S. Food and Drug Administration, or FDA, or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in our clinical trials due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, business development and administrative functions. General and administrative expenses also include legal fees relating to intellectual property and corporate matters; professional fees for accounting, auditing, tax and consulting services; insurance costs; travel expenses; and facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.



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We expect that our general and administrative expenses will increase in the future as we increase our personnel headcount to support increased research and development activities relating to our product candidates. We also expect to incur increased expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with Nasdaq and Securities and Exchange Commission requirements; director and officer insurance costs; and investor and public relations costs.

Interest Income (Expense)

Interest income consists of interest earned on our cash, cash equivalents and short-term investments. Interest income has increased in 2020 as we invest our excess cash from the proceeds of our public offerings. Interest expense consists of interest paid or accrued on our outstanding debt. Interest expense was approximately $32,500 and $46,000 for the six months ended June 30, 2020 and 2019, respectively. Interest expense has decreased in 2020 due to one loan being fully paid off in July 2019.

Income Taxes

Since our inception in 2013, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in any year or for our federal earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. As of December 31, 2019, we had federal net operating loss carryforwards of $103.5 million, which begin to expire in 2033. As of December 31, 2019, we also had federal and state research and development tax credit carryforwards of $5.1 million and $2.6 million, respectively, which begin to expire in 2033 and 2028, respectively.

As of June 30, 2020, Arvinas, Inc. had four wholly owned subsidiaries organized as C-corporations: Arvinas Operations, Inc., Arvinas Androgen Receptor, Inc., Arvinas Estrogen Receptor, Inc., and Arvinas Winchester, Inc. Prior to December 31, 2018, these subsidiaries were separate filers for federal tax purposes. Net operating loss carryforwards are generated from the C-corporation subsidiaries' filings. We have provided a valuation allowance against the full amount of the deferred tax assets since, in the opinion of management, based upon our earnings history, it is more likely than not that the benefits will not be realized.



               Critical Accounting Policies and Use of Estimates

Our management's discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

For a discussion of our significant accounting policies and recent accounting pronouncements, see Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q and Note 2 to the financial statements included in our consolidated financial statements as of December 31, 2019 and 2018 and for the years then ended included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020.



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                             Results of Operations

Comparison of Three Months Ended June 30, 2020 and 2019

Revenues

Revenues for the three months ended June 30, 2020 were $5.7 million, as compared to $4.0 million for the three months ended June 30, 2019. The increase in revenues of $1.7 million over the prior year is primarily due to the revenues related to the Bayer Collaboration Agreement, which was initiated in the third quarter of 2019, and an increase in license and rights to technology fees and research and development activities related to the Pfizer Collaboration Agreement.

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2020 were $23.4 million, compared with $16.0 million for the three months ended June 30, 2019. The increase of $7.4 million was primarily due to an increase in our continued investment in our platform and exploratory programs of $4.1 million, expenses related to our AR program of $2.3 million and ER program of $1.0 million. The increase in spending over all of our programs was primarily due to increased personnel and personnel costs utilized across all of our programs of $3.3 million. Direct expenses related to our platform and exploratory targets increased by $0.8 million as we expanded the number of protein targets in the exploratory phase. Clinical trial and related drug manufacturing costs for our AR and ER programs increased by $4.0 million in 2020, partially offset by a decrease in lead optimization and IND-enabling costs for these programs of $0.7 million.

General and Administrative Expenses

General and administrative expenses were $8.8 million for the three months ended June 30, 2020, compared with $6.4 million for the three months ended June 30, 2019. The increase of $2.4 million was primarily due to an increase of personnel and facility related costs of $2.2 million, including $1.3 million related to stock compensation expense.

Other Income (Expenses)

Other income was $1.3 million for each of the three months ended June 30, 2020 and 2019. Other income was primarily related to interest income and refundable research and development credits from the State of Connecticut.

Comparison of Six Months Ended June 30, 2020 and 2019

Revenues

Revenues for the six months ended June 30, 2020 were $12.0 million, as compared with $8.0 million for the six months ended June 30, 2019. The increase in revenues of $4.0 million over the prior year is primarily due to the revenues related to the Bayer Collaboration Agreement, which was initiated in the third quarter of 2019, and an increase in license and rights to technology fees and research and development activities related to the Pfizer Collaboration Agreement.

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2020 were $45.1 million, compared with $30.2 million for the six months ended June 30, 2019. The increase of $14.9 million was primarily due to an increase in our continued investment in our platform and exploratory programs of $8.3 million, expenses related to our ER program of $3.3 million and AR program of $3.3 million. The increase in spending over all of our programs was primarily due to increased personnel and personnel costs utilized across all of our programs of $5.9 million. Direct expenses related to our platform and exploratory targets increased by $2.4 million as we expanded the number of protein targets in the exploratory phase. Clinical trial and related drug manufacturing costs for our AR and ER programs increased by $8.2 million in 2020, partially offset by a decrease in lead optimization and IND-enabling costs for these programs of $1.6 million.

General and Administrative Expenses

General and administrative expenses were $16.7 million for the six months ended June 30, 2020, compared with $12.1 million for the six months ended June 30, 2019. The increase of $4.6 million was primarily due to an increase of personnel and facility related costs of $4.4 million, including $1.8 million related to stock compensation expense.

Other Income (Expenses)

Other income was $2.9 million for the six months ended June 30, 2020, compared with $2.7 million for the six months ended June 30, 2019. The increase of $0.2 million was primarily related to an increase in investment income and refundable research and development credits from the State of Connecticut.



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                        Liquidity and Capital Resources

Sources of Liquidity

We do not currently have any approved products and have never generated any revenue from product sales. To date, we have financed our operations primarily through the sale of equity interests and through payments from collaboration partners, grant funding and loans from the State of Connecticut. Through June 30, 2020, we raised approximately $388.1 million in gross proceeds from the sale of common stock, and Series A, Series B and Series C convertible preferred units, and had received an aggregate of $116.4 million in payments from collaboration partners, grant funding and forgivable and partially forgivable loans from the State of Connecticut. In October 2018, we completed our initial public offering in which we issued and sold an aggregate of 7,700,482 shares of common stock, including 200,482 additional shares of common stock upon the exercise in part by the underwriters of their option to purchase additional shares at a public offering price of $16.00 per share, for aggregate gross proceeds of $123.2 million before underwriting discounts and commissions and expenses. In July 2019, we sold 1,346,313 shares of common stock to Bayer AG for aggregate gross proceeds of $32.5 million. In November 2019, we completed a follow-on offering in which we issued 5,227,273 shares of common stock at a public offering price of $22.00 per share, for aggregate gross proceeds of $115.0 million before fees and expenses.

Cash Flows

Our cash, cash equivalents and marketable securities totaled $242.7 million as of June 30, 2020 and $280.9 million as of December 31, 2019. We had outstanding loan balances of $2.0 million as of June 30, 2020 and December 31, 2019.



The following table summarizes our sources and uses of cash for the period
presented:



                                              For the Six Months
                                                Ended June 30,
(in thousands)                                2020          2019

Net cash used in operating activities $ (38,352 ) $ (26,301 ) Net cash provided by investing activities 48,105 34,146 Net cash provided by financing activities 2,630

           307

Increase in cash and cash equivalents $ 12,383 $ 8,152






Operating Activities

Net cash used in operating activities for the six months ended June 30, 2020 was $38.4 million, primarily due to our net loss of $47.0 million, a reduction in deferred revenue of $8.0 million, and a reduction in accounts payable and accrued expenses of $2.5 million, partially offset by non-cash charges of $16.3 million and a decrease in other receivables and prepaid expenses of $3.1 million. The reduction in deferred revenue was primarily due to $12.0 million of revenue recognized in the period, partially offset by $4.0 million in payments received from collaboration partners. Non-cash charges were primarily stock compensation expense of $13.9 million and depreciation and amortization of $1.3 million.

Net cash used in operating activities for the six months ended June 30, 2019 was $26.3 million, primarily due to our net loss of $31.6 million, a reduction in deferred revenue of $8.0 million, and a decrease in accounts payable and accrued expenses of $1.4 million, partially offset by non-cash charges of $11.3 million and the receipt of $2.8 million in collaboration partner payments. The reduction in deferred revenue was due to revenue recognized in the period. Non-cash charges were primarily stock compensation expense of $10.5 million and depreciation and amortization of $0.6 million.

Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2020 was $48.1 million, attributable to the maturities and sales of marketable securities in excess of new purchases of marketable securities of $51.3 million, partially offset by purchases of property and equipment of $3.2 million.

Net cash provided by investing activities for the six months ended June 30, 2019 was $34.1 million, attributable to the maturities of marketable securities in excess of new purchases of marketable securities of $37.4 million, partially offset by purchases of property and equipment of $3.3 million.



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Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2020 of $2.6 million was attributable to the proceeds from the exercise of stock options.

Net cash provided by financing activities for the six months ended June 30, 2019 of $0.3 million was attributable to the proceeds from the exercise of stock options, partially offset by payments on our long-term debt.

Funding Requirements

Since our inception, we have incurred significant operating losses. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we advance the preclinical and clinical development of our product candidates. In addition, we expect to continue to incur additional costs associated with operating as a public company.

Specifically, we anticipate that our expenses will increase substantially if and as we:



     • continue a Phase 1/2 clinical trial of our product candidate, ARV-110, in
       men with mCRPC;


     • continue a Phase 1/2 clinical trial of our product candidate, ARV-471, in
       patients with locally advanced or metastatic ER positive / HER2 negative
       breast cancer;


     • apply our PROTAC platform to advance additional product candidates into
       preclinical and clinical development;


  • expand the capabilities of our PROTAC platform;


     • seek marketing approvals for any product candidates that successfully
       complete clinical trials;


     • ultimately establish a sales, marketing and distribution infrastructure and
       scale up external manufacturing capabilities to commercialize any products
       for which we may obtain marketing approval;


  • expand, maintain and protect our intellectual property portfolio;


     • hire additional development, including clinical and regulatory, and
       scientific personnel; and


     • add operational, financial and management information systems and personnel
       to support our research, product development and future commercialization
       efforts and support our operations as a public company.

As of June 30, 2020, we had $242.7 million in cash, cash equivalents and marketable securities. We believe that our cash, cash equivalents and marketable securities as of June 30, 2020 will enable us to fund our planned operating expenses and capital expenditure requirements into 2022. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. Our future capital requirements will depend on many factors, including:



     • the progress, costs and results of our Phase 1/2 clinical trial for ARV-110
       and our Phase 1/2 clinical trial for ARV-471 and any future clinical
       development of ARV-110 and ARV-471;


     • the scope, progress, costs and results of preclinical and clinical
       development for our other product candidates and development programs;


     • the number of, and development requirements for, other product candidates
       that we pursue, including our other oncology and neurodegenerative research
       programs;


  • the success of our collaborations with Pfizer, Genentech and Bayer;


  • the costs, timing and outcome of regulatory review of our product candidates;


     • the costs and timing of future commercialization activities, including
       product manufacturing, marketing, sales and distribution, for any of our
       product candidates for which we receive marketing approval;


     • the revenue, if any, received from commercial sales of our product
       candidates for which we receive marketing approval;


     • the costs and timing of preparing, filing and prosecuting patent
       applications, maintaining and enforcing our intellectual property rights
       and defending any intellectual property-related claims; and


     • our ability to establish collaboration arrangements with other
       biotechnology or pharmaceutical companies on favorable terms, if at all,
       for the development or commercialization of our product candidates.


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As a result of these anticipated expenditures, we will need to obtain substantial additional financing in connection with our continuing operations. Until such time, if ever, as we can generate substantial revenue from product sales, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Although we may receive potential future payments under our collaborations with Pfizer, Genentech and Bayer, we do not currently have any committed external source of funds. Adequate additional funds may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we may be required to delay, limit, reduce or terminate our research, product development programs or any future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders' ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders' rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends.

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.



Borrowings



In August 2013, we entered into a Loan Agreement, or Loan, with Connecticut Innovations, Incorporated, or CII, the strategic venture capital arm and a component unit of the State of Connecticut. Under the Loan, we borrowed $750,000 for the purchase of laboratory equipment, information technology equipment and leasehold improvements. Interest on the Loan was compounded on a monthly basis at a rate of 7.50% per annum. The Loan provided for monthly, interest-only payments for ten months. Beginning on June 1, 2015 we were required to make monthly principal and interest payments through July 31, 2019. We could have prepaid the amount due at any time without premium or penalty. The Loan was secured by substantially all of our assets. We paid the loan in full in July 2019. In connection with the issuance of the Loan, we granted CII a warrant to purchase 33,881 of our Series A convertible preferred units at a purchase price of $0.6811 per unit, with a seven-year term from the date of issuance. The warrant was exercised in July 2018.

In January 2014, we entered into an Assistance Agreement with the State of Connecticut, or the 2014 Assistance Agreement. Under the terms of the 2014 Assistance Agreement, we borrowed $2.5 million. Borrowings under the 2014 Assistance Agreement were forgivable if we maintained a minimum number of full-time jobs in the State of Connecticut for a minimum period at a minimum annual salary. Effective in March 2016, the full principal amount under the 2014 Assistance Agreement was forgiven. While borrowings under the 2014 Assistance Agreement have been forgiven, we remain subject to an ongoing covenant to be located in the State of Connecticut through January 2024. Upon violation of this covenant we would be required to repay the full original funding amount of $2.5 million plus liquidated damages of 7.50%.

In June 2018, we entered into an additional Assistance Agreement with the State of Connecticut, or the 2018 Assistance Agreement, to provide funding for the expansion and renovation of laboratory and office space. Under the terms of the 2018 Assistance Agreement, we borrowed from the State of Connecticut the maximum amount of $2.0 million in September 2018. The funding cannot exceed more than 50% of the total costs of the expansion and renovation. Borrowings under the 2018 Assistance Agreement bear an interest rate of 3.25% per annum and interest payments are required for the first 60 months from the funding date. Interest expense related to the Assistance Agreement is expected to be $65,000 annually for the first five years. Thereafter, the loan begins to fully amortize through month 120, maturing in September 2028. Up to $1.0 million of the funding can be forgiven if we meet certain employment conditions. We may be required to prepay a portion of the loan if the employment conditions are not met. The 2018 Assistance Agreement requires that we be located in the State of Connecticut through September 2028 with a default penalty of repayment of the full original funding amount of $2.0 million plus liquidated damages of 7.5% of the total amount of funding received.



                         Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.



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              Emerging Growth and Smaller Reporting Company Status

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a "smaller reporting company," as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. As such, we are permitted to and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not similarly situated. As an emerging growth company, the JOBS Act allows us to delay adoption of new or revised accounting standards applicable to public companies until such standards are made applicable to private companies. However, we have irrevocably elected not to avail ourselves of this extended transition period for complying with new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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