You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this report and with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Forward-Looking Statements

This discussion and other parts of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are identified by words such as "believe," "will," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," "predict," "could," "potentially" or the negative of these terms or similar expressions. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other "forward-looking" information. These statements relate to our future plans, strategies, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this report in Part II, Item 1A - "Risk Factors" and elsewhere in this report. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.

Overview

We are a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing precision medicines for kidney diseases. Our pipeline is focused on rare, severe chronic kidney diseases with well-defined clinical pathways. Our lead clinical program is atrasentan, an endothelin A receptor antagonist that we in-licensed from AbbVie in late 2019. In March 2021 we initiated the phase 3 ALIGN trial of atrasentan for IgAN, and in April 2021 we initiated the phase 2 AFFINITY basket trial for proteinuric glomerular diseases. Our second product candidate, BION-1301, is an anti-APRIL monoclonal antibody also in development for patients with IgAN and we anticipate presenting results from the ongoing phase 1b trial at future nephrology conferences, including ASN in November 2021. We are also advancing our third program, CHK-336, which is currently in IND-enabling studies, towards an expected start of a phase 1 clinical trial in the first quarter of 2022 for the treatment of primary hyperoxaluria, or PH. In addition, we are conducting research programs in several other rare, severe chronic kidney diseases. We seek to build our pipeline by leveraging insights from kidney single cell RNA sequencing, human-derived organoids and new translational models, to discover and develop therapeutic candidates with mechanisms of action targeted against key kidney disease pathways. To support these efforts, we have entered into a strategic collaboration with Evotec SE, or Evotec, to jointly identify, characterize and validate novel mechanisms and discover precision medicines for lupus nephritis, IgAN, polycystic kidney disease, or PKD, and other primary glomerular diseases. The collaboration will also involve further characterization of pathways and patient stratification strategies for programs currently in Chinook's clinical and preclinical pipeline.

Our approach to precision medicines leverages recent advances in identifying targeted kidney therapies linked to mechanistic biomarkers by the application of systems biology approaches in nephrology. The application of systems biology to nephrology has advanced over the past decade through the study of multiple patient groups across a wide variety of kidney diseases and their associated multilevel data sets, including genome, transcriptome, proteome, metabolome, pathology and prospective long-term clinical characteristics and outcomes. A key objective of these investigations is to define kidney diseases in molecular terms to drive the development of targeted treatments. We believe we are well-positioned to exploit the insights provided into the key molecular drivers and classifiers of kidney diseases by the application of these systems biology tools to nephrology. Our strategy is to use these mechanistic insights to select compelling drug targets and deliver novel and differentiated product candidates for rare and severe kidney diseases with high unmet medical need.

Atrasentan

Our lead product candidate is atrasentan, a potent and selective endothelin A receptor antagonist that we are developing for the treatment of proteinuric glomerular diseases. In March 2021 we initiated a phase 3 trial of atrasentan called ALIGN for IgAN, and in April 2021 we initiated a phase 2 basket trial called AFFINITY for proteinuric glomerular diseases.

IgAN, the leading cause of primary glomerulonephritis, is a serious progressive autoimmune disease of the kidney with no approved therapies. Up to 45 percent of IgAN patients progress to end-stage kidney disease, or ESKD. Although IgAN is an orphan



                                       21

--------------------------------------------------------------------------------

disease, we estimate that it affects approximately 140,000 - 150,000 people in the United States, approximately 200,000 people in Europe and several million people in Asia. Galactose-deficient immunoglobulin A1, or Gd-IgA1, is recognized as a critical autoantigen to which IgAN patients develop circulating autoantibodies, resulting in the formation and deposition of immune complexes in the glomeruli of the kidney. This process initiates an inflammatory cascade that damages the glomeruli, resulting in protein and blood leaking into the urine, called proteinuria and hematuria, respectively. Ultimately the filtration function of the kidney is impaired, reducing the ability to remove waste products from the blood. As the disease progresses, these waste products accumulate and can result in potentially life-threatening complications that often lead to the need for dialysis or kidney transplant. Sustained proteinuria is the most widely studied and the strongest predictor for the rate of progression to ESKD in IgAN.

Activation of the endothelin A receptor, or ETA receptor, has been implicated as a key driver of proteinuria, renal cell injury, including podocyte dysfunction and mesangial cell activation, along with promoting kidney inflammation and fibrosis, all resulting in the progression of IgAN. Atrasentan, by blocking ETA, has the potential to provide benefit in multiple chronic kidney diseases by reducing proteinuria and having direct anti-inflammatory and anti-fibrotic effects to preserve kidney function. We in-licensed atrasentan in December 2019 from AbbVie, which previously developed atrasentan for diabetic kidney disease through multiple clinical trials, including the phase 3 SONAR trial, which evaluated atrasentan in over 5,000 patients. We presented new preclinical data elucidating the mechanism of action of atrasentan in IgAN at the ISN World Congress of Nephrology in April 2021, or WCN '21. In this preclinical study, atrasentan rapidly reduced albuminuria and downregulated intra-renal transcriptional proliferative, inflammatory and fibrotic signaling in the gddY mouse IgAN model. The data also showed that atrasentan attenuated human renal mesangial cell activation induced by endothelin-1 or IgAN patient immune-derived immune complexes in a translational model system.

Based on the encouraging data from SONAR and strong mechanistic rationale, in March 2021 we initiated the phase 3 ALIGN trial of atrasentan in patients with IgAN at high risk of kidney function decline. We chose IgAN as the lead indication for evaluation of atrasentan due to the role of endothelin activation and proteinuria in disease progression, potential improved tolerability of atrasentan in this patient population, high unmet need, and the possibility of submitting an NDA seeking accelerated approval based on surrogate endpoints, including proteinuria. In April 2021 we initiated the phase 2 AFFINITY trial in other proteinuric glomerular diseases, including cohorts of patients with lower proteinuria IgAN, FSGS and Alport syndrome, as well as diabetic kidney disease combined with SGLT2 inhibitors, such as canagliflozin or dapagliflozin, which have recently been shown to provide clinical benefit in patients with diabetic kidney disease. If our trials proceed as planned, we anticipate reporting data from initial cohorts of the AFFINITY trial during 2022, and data for the primary proteinuria endpoint in the ALIGN trial in 2023 to support potential accelerated approval.

BION-1301

We are also developing BION-1301, an investigational humanized IgG4 monoclonal antibody that blocks APRIL binding to both the B-cell maturation antigen, or BCMA, and transmembrane activator and CAML interactor, or TACI, receptors, as a novel disease-modifying therapy for IgAN. APRIL is a soluble factor that binds to BCMA and TACI receptors thereby inducing signaling and is believed to be implicated in IgAN and other indications.

A phase 1b clinical trial of BION-1301 is currently ongoing. Parts 1 and 2 of this trial evaluating the safety and tolerability of BION-1301 in healthy volunteers have been completed. In healthy volunteers, BION-1301 was well-tolerated, demonstrated dose-dependent increases in target engagement as measured by free APRIL levels, dose-dependently and durably reduced IgA, IgM and IgG levels (to a lesser extent) and had a half-life of approximately 33 days, suggesting the potential for an extended dosing interval. Recently analyzed data in healthy volunteers from this trial were presented at WCN'21. In this trial, BION-1301 produced dose-dependent reductions in serum Gd-IgA1 levels that were greater in magnitude than previously reported for total IgA concentrations.

In addition, we have completed a phase 1 intravenous, or IV, to subcutaneous, or SC, bioavailability study in healthy volunteers. Results from the bioavailability study were presented at WCN'21. In this study, BION-1301 was well-tolerated when administered by both IV and SC routes in healthy volunteers, the pharmacokinetic profile of BION-1301 was consistent with previous clinical studies, the absorption rate of BION-1301 was typical of a monoclonal antibody and the magnitude of pharmacodynamic responses were largely retained with SC dosing compared to IV dosing.

We are currently enrolling patients with IgAN in Part 3 of this trial, and we presented a subset of interim data from this trial at the 58th ERA-EDTA conference in June 2021. The interim data presented was from the first several patients with IgAN enrolled in Cohort 1 of Part 3, in which patients were dosed with 450 mg of BION-1301 IV every two weeks. The preliminary data that were presented at the conference demonstrate that BION-1301 was generally well-tolerated to date in patients with IgAN, with no serious adverse events or treatment discontinuations due to adverse events. The pharmacokinetics of BION-1301 observed in patients with IgAN are consistent with those previously reported in healthy volunteers and are sufficient to drive rapid and sustained reductions in free APRIL levels. BION-1301 has durably reduced Gd-IgA1, IgA, IgM, and to a lesser extent, IgG levels in patients with IgAN.



                                       22

--------------------------------------------------------------------------------

BION-1301 demonstrated a clinically meaningful mean reduction in 24-hour proteinuria (UPCR) in the first several patients enrolled in the study, providing initial proof-of-concept for BION-1301 in IgAN.

We expect to complete enrollment of Cohort 1 in the third quarter of 2021, and then transition to SC dosing for future cohorts of the study. Patients in Cohort 2 will receive a SC dose of 600 mg of BION-1301 every two weeks for up to 52 weeks. Recent amendments to the design of Part 3 also include the option for a third cohort of patients to receive a SC dose of BION-1301 at a dose and schedule that would be determined based on data generated from Cohort 2. Moving forward with Cohort 3 may help us better understand the SC dose-response relationship prior to the next phase of development.

We have taken a number of actions this year to improve enrollment dynamics in this study, including streamlining the protocol, adding new experienced nephrology investigative sites, and increasing physician and patient awareness and enthusiasm about BION-1301. Going forward, we also expect to benefit from improved COVID-19 environments in many geographies. We plan to present additional and more mature data from this study at future nephrology conferences, including ASN in November 2021.

CHK-336

Our third clinical development candidate is CHK-336, a liver-targeted oral small molecule lactate dehydrogenase, or LDHA, inhibitor, which we are developing for the treatment of PH. Hyperoxalurias, including PH, are diseases caused by excess oxalate, a potentially toxic metabolite typically filtered by the kidneys and excreted as a waste product in urine. Symptoms of PH include recurrent kidney stones, which when left untreated, can result in kidney failure requiring dialysis or dual kidney/liver transplantation. In patients with hyperoxalurias, excess oxalate combines with calcium to form calcium oxalate crystals that deposit in the kidney, resulting in the formation of painful kidney stones and driving progressive kidney damage over time. PH1, PH2 and PH3 are a group of ultra-rare diseases caused by genetic mutations that result in excess oxalate, and in their most severe forms, can lead to end-stage kidney disease at a young age. We also believe CHK-336 may have potential in the treatment of patients with secondary hyperoxaluria and idiopathic stone formation.

Research and Discovery Programs

Beyond CHK-336, we have active research and discovery efforts focused on other rare, severe kidney diseases. Our overall precision medicine research approach focuses on developing product candidates targeting the most promising molecular pathways identified as key disease drivers in collaboration with key scientific advisors. Our scientific advisors provide valuable guidance on target selection, prioritization and validation strategies, as well as access to technology platforms that support target validation efforts through deep biological insights into human disease mechanisms and translational cellular and animal model systems.

In March 2021, we announced a strategic collaboration with Evotec focused on the joint identification, characterization and validation of novel mechanisms as well as the discovery of precision medicines for lupus nephritis, IgAN, PKD and other primary glomerular diseases. The collaboration will leverage access to the National Unified Renal Translational Research Enterprise (NURTuRE) patient biobank for chronic kidney diseases and nephrotic syndrome as well as Evotec's proprietary PanOmics platform, which combines enhanced throughput proteomics, high throughput transcriptomics and cell imaging with PanHunter, Evotec's unique data analysis platform. Through our collaboration with Evotec, we intend to characterize molecular drivers, identify and validate novel targets and drive patient stratification strategies in kidney disease.

Components of Operating Results

Collaboration and License Revenue

We have not generated any revenue from product sales. Prior to the completion of the Merger, Aduro generated revenue from collaboration and license agreements. These collaboration agreements may have included the transfer of intellectual property rights in the form of licenses, promises to provide research and development services and promises to participate on certain development committees with the collaboration party. The terms of such agreements included payment to Aduro of one or more of the following: nonrefundable upfront fees, payment for research and development services, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products.

We have evaluated the remaining performance obligations under these pre-existing agreements and concluded that the only revenue we expect to recognize in the near term is under the agreement with Lilly related to research and development services expected to be performed by us in 2020 and 2021. Potential milestone payments related to development, regulatory or commercial milestone payments may be earned in the future, but all such payments are uncertain and beyond our or our collaborators' control and would be recorded as revenue upon receipt or over a period following receipt, such as under the CAPM model, if and when such payments are earned.



                                       23

--------------------------------------------------------------------------------

We expect that any revenue we generate from the pre-existing collaboration agreements will be nominal, as such agreements relate to non-renal development programs, all of which are outside our ongoing focus in renal disease.

Research and Development Expenses

The largest component of our total operating expenses has historically been our investment in research and development activities, including the clinical development of our product candidates. Research and development expenses represent costs incurred to conduct research, such as the discovery and development of our product candidates, as well as the development of product candidates pursuant to Aduro's pre-existing collaboration and license agreements. Research and development costs include employee-related costs; licensing costs; materials and supplies; contracted research and manufacturing; consulting arrangements; allocated costs, such as facility costs; and other expenses incurred to advance our research and development activities. We recognize all research and development costs as they are incurred. Clinical trial costs, contract manufacturing and other development costs incurred by third parties are expensed as the contracted work is performed.

We expect our research and development expenses to increase in the future as we advance our product candidates into and through clinical trials and pursue regulatory approval of our product candidates. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming. The probability of success for our product candidates and technologies may be affected by a variety of factors including: the quality of our product candidates, early clinical data, investment in our clinical programs, competition, manufacturing capability and commercial viability. We may never succeed in obtaining regulatory approval for any of our product candidates. As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

General and Administrative Expenses

General and administrative expenses include employee-related costs, expenses for outside professional services, and other allocated expenses. Employee-related costs consist of salaries, bonuses, severance and benefits. Consulting and outside services consist of legal, accounting and audit services, insurance expenses, investor relations activities, administrative services and other consulting fees. Allocated expenses consist of rent expense related to our offices and research and development facility.

Change in Fair Value of Contingent Consideration and Contingent Value Rights Liabilities

At the effective time of the Merger, we also entered into an agreement pursuant to which Aduro's common stockholders of record as of the close of business on October 2, 2020 received one contingent value right, or CVR for each outstanding share of Aduro common stock held by such stockholder on such date. Each CVR represents the contractual right to receive payments from us upon the receipt of consideration resulting from milestones and royalties from certain pre-existing agreements and the disposition or licensing of any of Aduro's non-renal assets, net of any tax, and certain other expenses that could be deducted by us. Change in the fair value of the contingent consideration and CVR liability at each reporting consists of the changes in this contractual right.

Amortization of Intangible Assets

Amortization of intangible assets, excluding goodwill results from the amortization of finite-lived intangible assets acquired in the Merger. Amortization is over a period of 9 to 17 years, with an original weighted average period of 16.7 years.

Gain on Sale of Assets to Equity Method Investment

We entered into an agreement with Sairopa B.V., or Sairopa, to acquire certain of our non-renal assets in exchange for preferred stock in Sairopa during the second quarter of 2021. The sale of the non-renal assets to Sairopa resulted in a $7.2 million gain, which is the difference between the fair value of the equity received and the carrying value of the non-renal assets. The gain is reported in our Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021.

Change in Fair Value of Redeemable Convertible Preferred Stock Tranche Liability

As a private company, we issued Series A redeemable convertible preferred stock (Series A stock). The terms of the Series A stock agreement included provisions requiring the investors to purchase, and obligating the Company to deliver, additional shares of redeemable convertible preferred stock at a specified price in the future based on the achievement of certain development-based milestones.



                                       24

--------------------------------------------------------------------------------

The Company estimated the fair value of the redeemable convertible preferred stock tranche liability related to each milestone utilizing the income approach using unobservable inputs including (a) future per share value of Series A stock upon achievement of the milestone, (b) estimated term until date of milestone achievement, and (c) probability of milestone achievement. The future per share value of Series A stock upon achievement of the milestone and the probability of milestone achievement for each tranche were calculated on a probability-weighted basis giving equal weighting to public offering and private exit scenarios. The future cash flows were discounted to their fair values as of the valuation date using one or more discount rates, depending on the number of probability-weighted scenarios employed.

Upon issuance, the fair value of the redeemable convertible preferred stock tranche liability was recorded as a reduction in the amounts paid by investors for the purchase of Series A stock.

Upon closing of the Merger, the outstanding redeemable convertible preferred stock tranche rights terminated pursuant to the terms of the merger agreement.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income and expense, foreign currency gains and losses, and various income or expense items of a non-recurring nature.

Income Tax Benefit

We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the availability of research and development tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws. We regularly assess the likelihood of adverse outcomes resulting from the examination of our tax returns by the Internal Revenue Service, or IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense may become necessary.



                                       25

--------------------------------------------------------------------------------






Results of Operations

Comparison of the Three Months Ended June 30, 2021 and 2020





                                                    Three Months Ended June 30,
                                                     2021                 2020            Change
                                                                  (In thousands)
Collaboration and license revenue               $            34       $           -     $       34
Operating expenses:
Research and development                                 22,787               3,870         18,917
General and administrative                                7,768               3,879          3,889
Change in fair value of contingent
consideration
  and contingent value rights liabilities                19,557                   -         19,557
Amortization of intangible assets                           422                   -            422
Total operating expenses                                 50,534               7,749         42,785
Gain on sale of assets to equity method
investment                                                7,227                   -          7,227
Loss from operations                                    (43,273 )            (7,749 )      (35,524 )
Other expense, net                                          (39 )                (4 )          (35 )
Change in fair value of redeemable
convertible preferred
stock tranche liability                                       -                  10            (10 )
Loss before income taxes                                (43,312 )            (7,743 )      (35,569 )
Income tax benefit                                          741                   -            741
Net loss                                        $       (42,571 )     $      (7,743 )   $  (34,828 )

Collaboration and License Revenue

Collaboration and license revenue was less than $0.1 million for the three months ended June 30, 2021 compared to $0 for the three months ended June 30, 2020. Revenue recognized was related to the research and development services provided under our collaboration agreement with Lilly, which was acquired through the Merger.

Research and Development Expenses

The following table summarizes our research and development costs by program and by category incurred during the three months ended June 30, 2021 and 2020:





                                                    Three Months Ended June 30,
                                                      2021                2020           Change
                                                          (In thousands)
Product Candidates
Atrasentan                                       $       10,327       $      1,436     $    8,891
BION-1301                                                 2,094                  -          2,094
CHK-336                                                   2,432                753          1,679
Other                                                     3,221                194          3,027
Discovery research and other development costs            2,484                971          1,513
Subtotal                                                 20,558              3,354         17,204
Stock-based compensation expense                          1,732                143          1,589
Facility costs and depreciation                             497                373            124
Total research and development                   $       22,787       $      3,870     $   18,917








                                       26

--------------------------------------------------------------------------------

The following table summarizes our research and development expenses incurred during the three months ended June 30, 2021 and 2020:





                                                    Three Months Ended June 30,
                                                      2021                2020           Change
                                                                  (In thousands)
Contract research and manufacturing              $       11,248       $      1,388     $    9,860
Employee-related costs                                    5,728              1,576          4,152
Supplies used in research and development                   726                243            483
Stock-based compensation expense                          1,732                143          1,589
Facility costs and depreciation                             497                373            124
Consulting and outside services                           2,526                 29          2,497
Other                                                       330                118            212
Total research and development                   $       22,787       $      3,870     $   18,917

Research and development expenses were $22.8 million for the three months ended June 30, 2021, an increase of $18.9 million compared to $3.9 million for the three months ended June 30, 2020. The increase was primarily due to external clinical and manufacturing expenses related to the atrasentan and BION-1301 clinical programs; higher employee-related costs, including salaries, benefits and stock-based compensation expense, associated with hiring staff to build out our clinical and development capabilities; increased spending for consulting and outside services; and higher facilities and other costs.

General and Administrative Expenses

The following table summarizes our general and administrative expenses incurred during the three months ended June 30, 2021 and 2020:





                                      Three Months Ended June 30,
                                       2021                2020           Change
                                                   (In thousands)

Consulting and outside services $ 2,084 $ 3,191 $ (1,107 ) Employee-related costs

                     2,574                 570        2,004
Stock-based compensation expense           1,863                 156        1,707
Facility costs and depreciation              809                (102 )        911
Other                                        438                  64          374

Total general and administrative $ 7,768 $ 3,879 $ 3,889

General and administrative expenses were $7.8 million for the three months ended June 30, 2021, an increase of $3.9 million compared to $3.9 million for the three months ended June 30, 2020. The increase was primarily due to higher employee-related costs, including salaries, benefits and stock-based compensation expenses associated with the addition of administrative staff to build out our public company infrastructure and an increase in facilities and other costs.

Change in fair value of contingent consideration and contingent value rights liabilities

Change in fair value of contingent consideration expense increased by $19.6 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. The increase primarily resulted from a change in estimate of the potential future proceeds derived from Aduro's license agreement with Merck and from the sale of certain of our non-renal assets in exchange for preferred shares in Sairopa. During the second quarter of 2021, Merck informed us that they intend to explore the potential benefit of the product candidate MK-5890, previously out-licensed to Merck by Aduro, in a phase 2 clinical study for a new indication. This could result in potential milestone and royalty payments for the benefit of the CVR holders.

Amortization of intangible assets

Amortization of intangible assets expense increased by $0.4 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due to amortization of finite-lived intangible assets acquired in the Merger.



                                       27

--------------------------------------------------------------------------------

Gain on sale of assets to equity method investment

Gain on sale of assets to equity method investment increased $7.2 million for three months ended June 30, 2021 resulting from the agreement to sell certain non-renal assets of ours in exchange for stock in Sairopa during the second quarter of 2021. The gain is the difference between the fair value of the equity received and the carrying value of the non-renal assets.

Change in fair value of redeemable convertible preferred stock tranche liability

Change in fair value of redeemable convertible preferred stock tranche liability decreased by less than $0.1 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due to the termination of the convertible preferred stock tranche rights pursuant to the terms of the merger agreement.

Benefit for income taxes

We recorded a benefit for income taxes of $0.7 million for the three months ended June 30, 2021, primarily resulting from deferred tax benefits associated with the sale of certain non-renal assets.

Comparison of the Six Months Ended June 30, 2021 and 2020





                                                   Six Months Ended June 30,
                                                    2021               2020           Change
                                                                (In thousands)
Collaboration and license revenue               $         385       $         -     $      385
Operating expenses:
Research and development                               48,484             6,688         41,796
General and administrative                             17,311             5,150         12,161
Change in fair value of contingent
consideration and
  contingent value rights liabilities                  21,396                 -         21,396
Amortization of intangible assets                         842                 -            842
Total operating expenses                               88,033            11,838         76,195
Gain on sale of assets to equity method
investment                                              7,227                 -          7,227
Loss from operations                                  (80,421 )         (11,838 )      (68,583 )
Other income (expense), net                              (106 )             115           (221 )
Change in fair value of redeemable
convertible preferred
  stock tranche liability                                   -            (1,169 )        1,169
Loss before income taxes                              (80,527 )         (12,892 )      (67,635 )
Income tax benefit                                        741                 -            741
Net loss                                        $     (79,786 )     $   (12,892 )   $  (66,894 )

Collaboration and License Revenue

Collaboration and license revenue was $0.4 million for the six months ended June 30, 2021 compared to $0 for the six months ended June 30, 2020. Revenue recognized was related to the research and development services provided under our collaboration agreement with Lilly, which was acquired through the Merger.



                                       28

--------------------------------------------------------------------------------

Research and Development Expenses

The following table summarizes our research and development costs by program and by category incurred during the six months ended June 30, 2021 and 2020:



                                                    Six Months Ended June 30,
                                                     2021                2020           Change
                                                          (In thousands)
Product Candidates
Atrasentan                                       $      19,054       $      2,271     $   16,783
BION-1301                                                6,175                  -          6,175
CHK-336                                                  5,030              1,617          3,413
Other                                                    6,716              1,045          5,671
Discovery research and other development costs           7,238              1,139          6,099
Subtotal                                                44,213              6,072         38,141
Stock-based compensation expense                         2,760                183          2,577
Facility costs and depreciation                          1,511                433          1,078
Total research and development                   $      48,484       $      6,688     $   41,796

The following table summarizes our research and development expenses incurred during the six months ended June 30, 2021 and 2020:



                                               Six Months Ended June 30,
                                                2021                2020          Change
                                                           (In thousands)

Contract research and manufacturing $ 27,084 $ 2,600 $ 24,484 Employee-related costs

                             11,044              2,440        8,604
Supplies used in research and development           1,432                524          908
Stock-based compensation expense                    2,760                183        2,577
Facility costs and depreciation                     1,511                433        1,078
Consulting and outside services                     4,021                328        3,693
Other                                                 632                180          452
Total research and development              $      48,484       $      6,688     $ 41,796

Research and development expenses were $48.5 million for the six months ended June 30, 2021, an increase of $41.8 million compared to $6.7 million for the six months ended June 30, 2020. The increase was primarily due to external clinical and manufacturing expenses related to the atrasentan and BION-1301 clinical programs; higher employee-related costs, including salaries, benefits and stock-based compensation expense, associated with hiring staff to build out our clinical and development capabilities; increased spending for consulting and outside services; and higher facilities and other costs. The six months ended June 30, 2021 also includes an upfront fee of $3.3 million due to Evotec International GmbH under a research collaboration and license agreement entered into in February 2021.

General and Administrative Expenses

The following table summarizes our general and administrative expenses incurred during the six months ended June 30, 2021 and 2020:



                                      Six Months Ended June 30,
                                       2021                2020          Change
                                                  (In thousands)

Consulting and outside services $ 5,251 $ 3,531 $ 1,720 Employee-related costs

                     5,941              1,134        4,807
Stock-based compensation expense           3,313                216        3,097
Facility costs and depreciation            1,719                117        1,602
Other                                      1,087                152          935

Total general and administrative $ 17,311 $ 5,150 $ 12,161




                                       29

--------------------------------------------------------------------------------

General and administrative expenses were $17.3 million for the six months ended June 30, 2021, an increase of $12.2 million compared to $5.2 million for the six months ended June 30, 2020. The increase was primarily due to higher employee-related costs, including salaries, benefits and stock-based compensation expenses associated with the addition of administrative staff to build out our public company infrastructure; higher legal, consulting and other professional services costs; and an increase in facilities and other costs.

Change in fair value of contingent consideration and contingent value rights liabilities

Change in fair value of contingent consideration and contingent value rights liabilities expense increased by $21.4 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase primarily resulted from a change in estimate of the potential future proceeds derived from Aduro's license agreement with Merck and from the sale of certain of our non-renal assets in exchange for preferred shares in Sairopa. During the second quarter of 2021, Merck informed us that they intend to explore the potential benefit of the product candidate MK-5890, previously out-licensed to Merck by Aduro, in a phase 2 clinical study for a new indication. This could result in potential milestone and royalty payments for the benefit of the CVR holders.

Amortization of intangible assets

Amortization of intangible assets expense increased by $0.8 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, due to amortization of finite-lived intangible assets acquired in the Merger.

Gain on sale of assets to equity method investment

Gain on sale of assets to equity method investment increased $7.2 million for six months ended June 30, 2021, resulting from the agreement to sell certain non-renal assets of ours in exchange for stock in Sairopa during the second quarter of 2021. The gain is the difference between the fair value of the equity received and the carrying value of the non-renal assets.

Change in fair value of redeemable convertible preferred stock tranche liability

Change in fair value of redeemable convertible preferred stock tranche liability decreased by $1.2 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, due to the termination of the convertible preferred stock tranche rights pursuant to the terms of the merger agreement.

Benefit for income taxes

We recorded a benefit for income taxes of $0.7 million for the six months ended June 30, 2021, primarily resulting from deferred tax benefits associated with the sale of certain non-renal assets.

Liquidity and Capital Resources

As of June 30, 2021, we had $229.8 million in cash, cash equivalents and marketable securities. We expect that our research and development and general and administrative expenses will increase, and, as a result, we anticipate that we will continue to incur increasing losses in the foreseeable future. We believe that based on our current business plan, our cash, cash equivalents and marketable securities as of June 30, 2021 will enable us to fund our operating expenses and capital expenditure requirements through the middle of 2023.

We have not generated any revenue from product sales, and we do not know when, or if, we will generate any revenue from product sales. We do not expect to generate any revenue from product sales unless and until we obtain regulatory approval of and commercialize any of our product candidates. At the same time, we expect our expenses to increase in connection with our ongoing development activities, particularly as we continue the research, development and clinical trials of, and seek regulatory approval for, our product candidates. As of June 30, 2021, our material cash requirements from known contractual and other obligations include our contractual obligations related to our operating leases. Accordingly, we anticipate that we will need substantial additional funding in connection with our continuing operations.

Until we can generate a sufficient amount of product revenue to finance our cash requirements, we expect to finance our future cash needs primarily through the issuance of additional equity, borrowings and strategic alliances with partner companies. To the extent that we raise additional capital through the issuance of additional equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise



                                       30

--------------------------------------------------------------------------------

additional funds through marketing and distribution arrangements or other collaborations, strategic alliances 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. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant rights to develop and market our product candidates to third parties that we would otherwise prefer to develop and market ourselves.

Cash Flows

The following table summarizes our cash flows for the periods indicated:





                                                                Six Months Ended June 30,
                                                                 2021                2020
                                                                      (In thousands)
Net cash provided by (used in):
Operating activities                                        $      (55,513 )     $      (7,206 )
Investing activities                                               (32,190 )              (400 )
Financing activities                                                35,659              14,449
Effect of exchange rate changes                                         84                (152 )

Net change in cash, cash equivalents, and restricted cash $ (51,960 ) $ 6,691

Operating Activities

Net cash used in operating activities was $55.5 million for the six months ended June 30, 2021, an increase of $48.3 million compared to $7.2 million for the six months ended June 30, 2020. The increase was primarily due to an increased operating loss resulting from increased research and development and general and administrative spending.

Investing Activities

Net cash used in investing activities was $32.2 million for the six months ended June 30, 2021, an increase of $31.8 million compared $0.4 million cash used for the six months ended June 30, 2020. The increase was primarily due to net purchases of marketable securities.

Financing Activities

Net cash provided by financing activities was $35.7 million for the six months ended June 30, 2021, an increase of $21.2 million compared to $14.4 million for the six months ended June 30, 2020. The increase was primarily due to net proceeds received from the sales of shares of our common stock through the at-the-market sales agreement during the six months ended June 30, 2021.

In April 2021, we entered into the 2021 Sales Agreement with Cantor Fitzgerald & Co. and SVB Leerink LLC, through which we may offer and sell shares of our common stock having an aggregate offering of up to $75.0 million through Cantor Fitzgerald & Co. and SVB Leerink LLC, as our sales agents. We will pay the sales agents a commission of up to 3% of the gross proceeds of sales made through the 2021 Sales Agreement. During the six months ended June 30, 2021, we sold 2.2 million shares for $33.9 million in net proceeds under the 2021 Sales Agreement. We have $40.0 million remaining under the 2021 Sales Agreement. In addition, proceeds from the exercise of stock options and warrants totaled $1.8 million during the six months ended June 30, 2021, an increase of $1.8 million compared to zero for the six months ended June 30, 2020.

Critical Accounting Policies and Significant Judgments and Estimates

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies during the six months ended June 30, 2021, as compared to those disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting



                                       31

--------------------------------------------------------------------------------

Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 7, 2021.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

Recently Adopted Pronouncements

For information with respect to recently issued accounting standards and the impact of these standards on our consolidated financial statements, refer to Note 2 "Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements" in our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

© Edgar Online, source Glimpses