The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with (i) our unaudited condensed
consolidated financial statements and related notes appearing elsewhere in this
Quarterly Report on Form 10-Q and (ii) our audited consolidated financial
statements and related notes and management's discussion and analysis of
financial condition and results of operations included in our Annual Report on
Form 10-K for the year ended December 31, 2021 filed with the Securities and
Exchange Commission, or the SEC, on February 15, 2022. Some of the information
contained in this discussion and analysis or set forth elsewhere in this
Quarterly Report on Form 10-Q, including information with respect to our plans
and strategy for our business and impact and potential impacts on our business,
includes forward-looking statements that involve risks and uncertainties. As a
result of many factors, including, without limitation, those factors set forth
in the "Risk Factors" section of our Annual Report on Form 10-K for the year
ended December 31, 2021 and the "Risk Factors" section of subsequent Quarterly
Reports on Form 10-Q, our actual results or timing of certain events could
differ materially from the results or timing described in, or implied by, these
forward-looking statements.

Special Note About Coronavirus (COVID-19)



Since March 2020, we have been evaluating the actual and potential business
impacts related to the outbreak of a novel strain of virus named SARS-CoV-2
(severe acute respiratory syndrome 2), or coronavirus, which causes coronavirus
disease, or COVID-19. As a result of the ongoing coronavirus pandemic, we have
experienced, and may further experience, disruptions, pauses and/or delays that
have and could further adversely impact our business operations, and/or
associated timelines. We maintain temporary work-from-home procedures for all
employees other than for those personnel and contractors who perform essential
activities that must be completed on-site. If negative developments relating to
the coronavirus pandemic continue, including "periodic resurgence" and
additional "waves", we may be required to restrict on-site staff at our offices
and laboratories again and at times have limited access to our offices on a
temporary and intermittent basis; with respect to our hemoglobinopathies
clinical trials, we may elect to pause patient dosing in certain of our trials
again if ICU beds and related healthcare resources become significantly
constrained again or governmental authorities impose additional business or
travel restrictions; with respect to our immuno-oncology clinical trials,
investigators participating in our clinical trials may not want to take the risk
of exposing cancer patients to the coronavirus since the dosing of patients is
conducted within an in-patient setting; and certain aspects of our supply chain
could be disrupted if our third party suppliers and manufacturers paused their
operations again in response to such negative developments and/or as a result of
national and local regulations. The ultimate impact of the coronavirus pandemic
on our business operations remains uncertain and subject to change and will
depend on future developments, which cannot be accurately predicted. We will
continue to monitor the situation closely.

Overview



We are a leading gene editing company focused on the development of
CRISPR/Cas9-based therapeutics. CRISPR/Cas9 is a revolutionary gene editing
technology that allows for precise, directed changes to genomic DNA. The
application of CRISPR/Cas9 for gene editing was co-invented by one of our
scientific founders, Dr. Emmanuelle Charpentier, who, along with her
collaborators, published work elucidating how CRISPR/Cas9, a naturally occurring
viral defense mechanism found in bacteria, can be adapted for use in gene
editing. We are applying this technology to potentially treat a broad set of
rare and common diseases by disrupting, correcting or regulating the genes
related to such diseases. We believe that our scientific expertise, together
with our approach, may enable an entirely new class of highly active and
potentially curative therapies for patients for whom current biopharmaceutical
approaches have had limited success.

We have established a portfolio of therapeutic programs across a broad range of
disease areas including hemoglobinopathies, oncology, regenerative medicine and
rare diseases.

Hemoglobinopathies

Our lead product candidate, CTX001, is an investigational, autologous,
gene-edited hematopoietic stem cell therapy that is being evaluated for the
treatment of transfusion-dependent beta thalassemia, or TDT, and severe sickle
cell disease, or SCD. CTX001 is being developed under a joint development and
commercialization agreement between us and Vertex Pharmaceuticals Incorporated
and certain of its subsidiaries, or Vertex.

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We and Vertex are investigating CTX001 in two ongoing Phase 3 open-label
clinical trials that are designed to assess the safety and efficacy of a single
dose of CTX001 in patients ages 12 to 35 with TDT (CLIMB THAL-111) or SCD (CLIMB
SCD-121), respectively. The first two patients in each trial were treated
sequentially and, following data from the initial two patients indicating
successful engraftment and an acceptable safety profile, the corresponding trial
opened for concurrent dosing. CLIMB THAL-111 and CLIMB SCD-121 are designed to
follow patients for approximately two years after infusion. Each patient will be
asked to participate in a long-term, open-label follow-up trial, CLIMB-131, to
evaluate the safety and efficacy of CTX001 in patients who received CTX001.
CLIMB-131 is designed to follow participants for up to 15 years after CTX001
infusion. Enrollment is complete for both CLIMB THAL-111 and CLIMB SCD-121.

In the second quarter of 2021, at the European Hematology Association Congress,
we presented updated clinical data from CLIMB THAL-111 and CLIMB SCD-121 for the
first fifteen patients with TDT and first seven patients with SCD treated with
CTX001 who had reached at least three months of follow-up after CTX001 dosing.

We and Vertex have also initiated two additional Phase 3 clinical trials of CTX001 in pediatric patients with TDT and SCD.



CTX001 has been granted a number of regulatory designations from the FDA,
including RMAT, Fast Track, Orphan Drug, and Rare Pediatric Disease designations
for the treatment of both TDT and SCD. CTX001 has also been granted Orphan Drug
Designation from the European Commission, as well as PRIME designation from the
European Medicines Agency, for the treatment of both TDT and SCD.

Immuno-Oncology

In addition, we are developing our own portfolio of CAR-T cell product candidates based on our gene-editing technology.



CTX110. Our lead immuno-oncology product candidate, CTX110, is a healthy
donor-derived gene-edited allogeneic CAR-T investigational therapy targeting
Cluster of Differentiation 19, or CD19. CTX110 is being investigated in an
ongoing Phase 1 single-arm, multi-center, open-label clinical trial, CARBON,
that is designed to assess the safety and efficacy of several dose levels of
CTX110 in adult patients with relapsed or refractory B-cell malignancies who
have received at least two prior lines of therapy. CTX110 has been granted RMAT
designation by the FDA.

In the fourth quarter of 2021, we released updated clinical data from the ongoing CARBON trial for 26 patients treated with CTX110 who had reached at least 28 days of follow-up.



CTX120. CTX120 is a healthy donor-derived gene-edited allogeneic CAR-T
investigational therapy targeting B-cell maturation antigen. CTX120 is being
investigated in an ongoing Phase 1 single-arm, multi-center, open-label clinical
trial that is designed to assess the safety and efficacy of several dose levels
of CTX120 for the treatment of relapsed or refractory multiple myeloma. CTX120
has received Orphan Drug Designation from the FDA.

CTX130. CTX130 is a healthy donor-derived gene-edited allogeneic CAR-T
investigational therapy targeting Cluster of Differentiation 70, or CD70, an
antigen expressed on various solid tumors and hematologic malignancies. CTX130
is being developed for the treatment of both solid tumors, such as renal cell
carcinoma, and T-cell and B-cell hematologic malignancies. CTX130 is being
investigated in two ongoing independent Phase 1 single-arm, multi-center,
open-label clinical trials that are designed to assess the safety and efficacy
of several dose levels of CTX130 for the treatment of relapsed or refractory
renal cell carcinoma and various types of lymphoma, respectively. CTX130 for the
treatment of T-cell lymphoma has received Orphan Drug Designation from the FDA.

Regenerative Medicine



Regenerative medicine, or the use of stem cells to repair or replace tissue or
organ function lost due to disease, damage or age, holds the potential to treat
both rare and common diseases. We are pursuing gene-editing approaches to allow
allogeneic use of stem cell-derived therapies by enabling immune evasion,
improving existing cell function and directing cell fate using CRISPR/Cas9.

Our first major effort in this area is in diabetes, and we and ViaCyte, Inc., or
ViaCyte, are advancing a program as part of a strategic collaboration for the
discovery, development, and commercialization of gene-edited stem cell therapies
for the treatment of diabetes.

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VCTX210. VCTX210 is an investigational, allogeneic, gene-edited, immune-evasive,
stem cell-derived product candidate for the treatment of type 1 diabetes, or
T1D, developed by applying our gene-editing technology to ViaCyte's proprietary
stem cell capabilities. We and ViaCyte are investigating VCTX210 in an ongoing
Phase 1 clinical trial that is designed to assess VCTX210's safety,
tolerability, and immune evasion in patients with T1D.

In Vivo




In addition to our ex vivo programs, we are pursuing a number of in vivo
gene-editing programs. Our initial in vivo applications target diseases of the
liver, lung, muscle and central nervous system and leverage well-established
delivery technologies for gene-based therapeutics, such as lipid
nanoparticle-based delivery vehicles, or LNPs, and adeno-associated viral
vectors, or AAV vectors.

Partnerships



Given the numerous potential therapeutic applications for CRISPR/Cas9, we have
partnered strategically to broaden the indications we can pursue and accelerate
development of programs by accessing specific technologies and/or disease-area
expertise. We maintain broad partnerships to develop gene editing-based
therapeutics in specific disease areas.

Vertex. We established our initial collaboration agreement in 2015 with Vertex,
which focused on TDT, SCD, cystic fibrosis and select additional indications. In
December 2017, we entered into a joint development and commercialization
agreement with Vertex pursuant to which, among other things, we are
co-developing and preparing to co-commercialize CTX001 for TDT and SCD. In April
2021, we and Vertex agreed to amend and restate our existing joint development
and commercialization agreement, pursuant to which, among other things, we will
continue to develop and prepare to commercialize CTX001 for TDT and SCD in
partnership with Vertex. We also entered into a strategic collaboration and
license agreement with Vertex in June 2019 for the development and
commercialization of products for the treatment of Duchenne muscular dystrophy
and myotonic dystrophy type 1.

ViaCyte. We entered into a research and collaboration agreement in September
2018 with ViaCyte to pursue the discovery, development and commercialization of
gene-edited allogeneic stem cell therapies for the treatment of diabetes and in
July 2021, we entered into a joint development and commercialization agreement
with ViaCyte. Under the joint development and commercialization agreement, we
and ViaCyte will jointly develop and commercialize product candidates and shared
products for use in the treatment of diabetes type 1, diabetes type 2 and
insulin dependent/requiring diabetes throughout the world.

Bayer. In the fourth quarter of 2019, we entered into a series of transactions,
or the Bayer Transaction, pursuant to which we and Bayer terminated our 2015
agreement, which created the joint venture, Casebia Therapeutics Limited
Liability Partnership, or Casebia, to discover, develop and commercialize
CRISPR/Cas9 gene-editing therapeutics to treat the genetic causes of bleeding
disorders, autoimmune disease, blindness, hearing loss and heart disease. In
connection thereto, Casebia became a wholly-owned subsidiary of ours. We and
Bayer also entered into a new option agreement pursuant to which Bayer has an
option to co-develop and co-commercialize two products for the diagnosis,
treatment or prevention of certain autoimmune disorders, eye disorders, or
hemophilia A disorders for a specified period of time, or, under certain
circumstances, exclusively license such optioned products.

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Nkarta. In the second quarter of 2021, we entered into a research and
collaboration agreement with Nkarta, Inc., or Nkarta, to bring together our gene
editing technology and T-cell expertise with Nkarta's leading natural killer, or
NK, cell discovery, development and manufacturing capabilities. Under the
collaboration, we and Nkarta are co-developing and co-commercializing two
donor-derived, gene-edited CAR-NK cell product candidates, one of which targets
CD70, and a product candidate combining NK and T cells.

Capsida. In the second quarter of 2021, we entered into a strategic
collaboration agreement with Capsida Biotherapeutics, Inc., or Capsida, to
develop in vivo gene editing therapies delivered with engineered AAV vectors for
the treatment of amyotrophic lateral sclerosis, or ALS, and Friedreich's ataxia.
Under the agreement, we lead research and development of the Friedreich's ataxia
program and perform gene-editing activities for both programs, and Capsida leads
research and development of the ALS program and conducts capsid engineering for
both programs. Capsida's high-throughput AAV engineering platform aims to
generate capsids optimized to target specific tissue types and limits
transduction of tissues and cell types that are not relevant to the target
disease, potentially improving the activity and tolerability of our gene editing
investigational therapies. We and Capsida each have the option to co-develop and
co-commercialize the program that the other leads.

Financial Overview



Since our inception in October 2013, we have devoted substantially all of our
resources to our research and development efforts, identifying potential product
candidates, undertaking drug discovery and preclinical development activities,
building and protecting our intellectual property estate, organizing and
staffing our company, business planning, raising capital and providing general
and administrative support for these operations. To date, we have primarily
financed our operations through private placements of our preferred shares,
common share issuances, convertible loans and collaboration agreements with
strategic partners.

While we were in a net income position in certain previous years due to upfront
payments associated with our collaborations with Vertex, we have a history of
recurring losses and expect to continue to incur losses for the foreseeable
future. Our net losses may fluctuate significantly from quarter to quarter and
year to year. We anticipate that our expenses will increase significantly as we
continue our current research programs and development activities; seek to
identify additional research programs and additional product candidates; conduct
initial drug application supporting preclinical studies and initiate clinical
trials for our product candidates; initiate preclinical testing and clinical
trials for any other product candidates we identify and develop; maintain,
expand and protect our intellectual property estate; further develop our gene
editing platform; hire additional research, clinical and scientific personnel;
incur facilities costs associated with such personnel growth; develop
manufacturing infrastructure and conduct related regulatory validation
activities; and incur additional costs associated with operating as a public
company. Please refer to Part I, Item 2 of our Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the SEC on February 15, 2022 for
more information about these facilities.

Revenue Recognition



We have not generated any revenue to date from product sales and do not expect
to do so in the near future. Revenue recognized for the three months ended March
31, 2022 and 2021 was not material. For additional information about our revenue
recognition policy, see Note 2, "Summary of Significant Accounting Policies," in
our Annual Report on Form 10-K for the year ended December 31, 2021 filed with
the SEC on February 15, 2022, as well as Note 7 of the notes to our unaudited
condensed consolidated financial statements included in this Quarterly Report on
Form 10-Q.

Research and Development Expenses



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

employee-related expenses, including salaries, benefits and equity-based compensation expense;

costs of services performed by third parties that conduct research and development and preclinical and clinical activities on our behalf;

costs of purchasing lab supplies and non-capital equipment used in our preclinical activities and in manufacturing preclinical and clinical study materials;



•
consultant fees;

facility costs, including rent, depreciation and maintenance expenses; and

fees and other payments related to acquiring and maintaining licenses under our third-party licensing agreements.


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Research and development costs are expensed as incurred. Nonrefundable advance
payments for research and development goods or services to be received in the
future are deferred and capitalized. The capitalized amounts are expensed as the
related goods are delivered or the services are performed. At this time, we
cannot reasonably estimate or know the nature, timing or estimated costs of the
efforts that will be necessary to complete the development of any product
candidates we may identify and develop. This is due to the numerous risks and
uncertainties associated with developing such product candidates, including the
uncertainty of:

successful completion of preclinical studies and IND-enabling studies;

successful enrollment in, and completion of, clinical trials;

receipt of marketing approvals from applicable regulatory authorities;

establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

obtaining and maintaining patent and trade secret protection and non-patent exclusivity;

launching commercial sales of the product, if and when approved, whether alone or in collaboration with others;

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

effectively competing with other therapies and treatment options;

a continued acceptable safety profile following approval;

enforcing and defending intellectual property and proprietary rights and claims; and

achieving desirable medicinal properties for the intended indications.



A change in the outcome of any of these variables with respect to the
development of any product candidates or the subsequent commercialization of any
product candidates we may successfully develop could significantly change the
costs, timing and viability associated with the development of that product
candidate.

Except for activities we perform in connection with our collaborations with Vertex and ViaCyte, as well as in connection with the Bayer Transaction, we do not track research and development costs on a program-by-program basis.



Research and development activities are central to our business model. We expect
our research and development costs to increase significantly for the foreseeable
future as our current development programs progress, new programs are added and
as we continue to prepare regulatory filings. These increases will likely
include the costs related to the implementation and expansion of clinical trial
sites and related patient enrollment, monitoring, program management and
manufacturing expenses for current and future clinical trials.

General and Administrative Expenses



General and administrative expenses consist primarily of employee related
expenses, including salaries, benefits and equity-based compensation, for
personnel in executive, finance, accounting, business development and human
resources functions. Other significant costs include pre-commercial expenses
associated with our collaboration with Vertex, facility costs not otherwise
included in research and development expenses, legal fees relating to patent and
corporate matters and fees for accounting and consulting services.

We anticipate that our general and administrative expenses will increase in the
future to support continued research and development activities, and potential
commercialization of our product candidates. In addition, we anticipate
increased expenses related to the reimbursements of third-party patent related
expenses in connection with certain of our in-licensed intellectual property.

Collaboration Expense, Net

Collaboration expense, net, consists of collaboration costs under our collaboration with Vertex.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income earned on investments.


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Results of Operations

Comparison of three months ended March 31, 2022 and 2021 (in thousands):




                                 Three Months Ended March 31,        Period to Period
                                    2022                2021              Change
Revenue:
Collaboration revenue          $           178       $       202     $             (24 )
Grant revenue                              762               337                   425
Total revenue                              940               539                   401
Operating expenses:
Research and development               118,245            70,620                47,625
General and administrative              28,021            24,517            

3,504


Collaboration expense, net              30,646            19,945                10,701
Total operating expenses               176,912           115,082                61,830
Loss from operations                  (175,972 )        (114,543 )             (61,429 )
Other income, net                          363             1,955                (1,592 )
Net loss before income taxes          (175,609 )        (112,588 )             (63,021 )
Provision for income taxes              (3,608 )            (575 )              (3,033 )
Net loss                       $      (179,217 )     $  (113,163 )   $         (66,054 )


Collaboration Revenue

Collaboration revenue for the three months ended March 31, 2022 and 2021 was not
material. Please refer to Note 7 of the notes to our unaudited condensed
consolidated financial statements included in this Quarterly Report on Form 10-Q
for further information.

Research and Development Expenses



Research and development expenses were $118.2 million for the three months ended
March 31, 2022, compared to $70.6 million for the three months ended March 31,
2021. The increase of approximately $47.6 million was primarily attributable to
the following:

$24.6 million of increased variable research and development costs primarily
associated with production of drug product and increased clinical trial expense
associated with our oncology programs;

$8.8 million of increased facility-related expenses, primarily related to our new U.S. research and development headquarters;

$7.3 million of increased employee compensation, benefit and other headcount
related expenses, of which $1.7 million is increased stock-based compensation
expense, primarily due to an increase in headcount to support overall growth;

$3.7 million of increased license fees; and

$2.9 million of increased consulting and professional services costs.

General and Administrative Expenses



General and administrative expenses were $28.0 million for the three months
ended March 31, 2022, compared to $24.5 million for the three months ended March
31, 2021. The increase of approximately $3.5 million was primarily attributable
to the following:

$2.2 million of increased employee compensation, primarily due to increased stock-based compensation expense of $1.9 million; and

$1.3 million of increased consulting and professional services costs.

Collaboration Expense, Net



Collaboration expense, net, was $30.6 million for the three months ended March
31, 2022, compared to $19.9 million for the three months ended March 31, 2021.
The increase of approximately $10.7 million was primarily attributable to the
following:

$6.5 million of increased pre-commercial expenses associated with our collaboration with Vertex;

$5.3 million of increased manufacturing costs; offset by


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$1.3 million of decreased other costs.

Other Income, Net



Other income was $0.4 million for the three months ended March 31, 2022,
compared to $2.0 million of income for the three months ended March 31, 2021.
The change was primarily due to interest income earned on cash, cash equivalents
and marketable securities for the three months ended March 31, 2022.

Liquidity and Capital Resources



As of March 31, 2022, we had cash, cash equivalents and marketable securities of
approximately $2,221.3 million, of which approximately $395.7 million was held
outside of the United States.

In August 2019, we entered into an Open Market Sale AgreementSM with Jefferies
LLC, or Jefferies, under which we are able to offer and sell, from time to time
at our sole discretion through Jefferies, as our sales agent, our common shares,
par value of CHF 0.03 per share, or the August 2019 Sales Agreement. In January
2021, in connection with the August 2019 Sales Agreement, we filed a prospectus
supplement with the SEC to offer and sell from time to time common shares having
aggregate gross proceeds of up to $600.0 million. In July 2021, we filed a new
prospectus supplement with the SEC, which replaced the previous prospectus
supplement filed in January 2021, to offer and sell, from time to time, common
shares having aggregate gross proceeds of up to $419.8 million, or the 2021 ATM.
No shares were issued and sold under the 2021 ATM for the three months ended
March 31, 2022.

We have predominantly incurred losses and cumulative negative cash flows from
operations since our inception. As of March 31, 2022, we had $2,221.3 million in
cash, cash equivalents and marketable securities and an accumulated deficit of
$375.1 million. We anticipate that we will continue to incur losses for at least
the next several years. We expect that our research and development and general
and administrative expenses will continue to increase and, as a result, we will
need additional capital to fund our operations, which we may raise through
public or private equity or debt financings, strategic collaborations, or other
sources.

Funding Requirements

Our primary uses of capital are, and we expect will continue to be, research and
development activities, manufacturing activities, compensation and related
expenses, laboratory and related supplies, legal and other regulatory expenses,
patent prosecution filing and maintenance costs for our licensed intellectual
property and general overhead costs, including costs associated with operating
as a public company. We expect our expenses to increase compared to prior
periods in connection with our ongoing activities, particularly as we continue
research and development and preclinical and clinical activities and initiate
preclinical studies to support initial drug applications. We also anticipate
that we will incur significant capital expenditures as we develop our
manufacturing infrastructure and facilities.

Because our research programs are still in early stages of development and the
outcome of these efforts is uncertain, we cannot estimate the actual amounts
necessary to successfully complete the development, manufacture and
commercialization of any current or future product candidates, if approved, or
whether, or when, we may achieve profitability. Until such time as we can
generate substantial product revenues, if ever, we expect to finance our cash
needs through a combination of equity financings, debt financings and payments
received in connection with our collaboration agreements. We are eligible to
earn payments, in each case, on a per-product basis under our collaboration with
Vertex. Except for this source of funding, we do not have any committed external
source of liquidity. We intend to consider opportunities to raise additional
funds through the sale of equity or debt securities when market conditions are
favorable to us to do so. However, the trading prices for our common shares and
other biopharmaceutical companies have been highly volatile. As a result, we may
face difficulties raising capital through sales of our common shares or such
sales may be on unfavorable terms. In addition, a recession, depression or other
sustained adverse market event, including resulting from the spread of the
coronavirus, could materially and adversely affect our business and the value of
our common shares. To the extent that we raise additional capital through the
future sale of equity or debt securities, the ownership interests of our
shareholders will be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect the rights of our
existing shareholders. If we raise additional funds through collaboration
arrangements in the future, we may have to relinquish valuable rights to our
technologies, future revenue streams or product candidates or grant licenses on
terms that may not be favorable to us. If we are unable to raise additional
funds through equity or debt financings when needed, we may be required to
delay, limit, reduce or terminate our product development or future
commercialization efforts or grant rights to develop and market product
candidates that we would otherwise prefer to develop and market ourselves.

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Outlook



Based on our research and development plans and our timing expectations related
to the progress of our programs, we expect our existing cash will enable us to
fund our operating expenses and capital expenditures for at least the next 24
months without giving effect to any additional proceeds we may receive under our
collaboration with Vertex and any other capital raising transactions we may
complete. We have based this estimate on assumptions that may prove to be wrong,
and we could use our capital resources sooner than we expect. Given our need for
additional financing to support the long-term clinical development of our
programs, we intend to consider additional financing opportunities when market
terms are favorable to us.

Our ability to generate revenue and achieve profitability depends significantly
on our success in many areas, including: developing our delivery technologies
and our gene-editing technology platform; selecting appropriate product
candidates to develop; completing research and preclinical and clinical
development of selected product candidates; obtaining regulatory approvals and
marketing authorizations for product candidates for which we complete clinical
trials; developing a sustainable and scalable manufacturing process for product
candidates; launching and commercializing product candidates for which we obtain
regulatory approvals and marketing authorizations, either directly or with a
collaborator or distributor; obtaining market acceptance of our product
candidates, if approved; addressing any competing technological and market
developments; negotiating favorable terms in any collaboration, licensing or
other arrangements into which we may enter; maintaining good relationships with
our collaborators and licensors; maintaining, protecting and expanding our
estate of intellectual property rights, including patents, trade secrets and
know-how; and attracting, hiring and retaining qualified personnel.

Cash Flows

The following table provides information regarding our cash flows for each of the periods below (in thousands):



                                               Three Months Ended March 31, 

Period to Period


                                                 2022                 2021                Change

Net cash used in operating activities $ (135,239 ) $ (100,663 ) $ (34,576 ) Net cash used in investing activities

              (114,515 )          (167,898 )               53,383
Net cash provided by financing activities            10,649             225,991               (215,342 )
Effect of exchange rate changes on cash                 (27 )                 5                    (32 )
Net decrease in cash                        $      (239,132 )     $     (42,565 )   $         (196,567 )




Operating Activities

Net cash used in operating activities was $135.2 million for the three months
ended March 31, 2022, compared to cash used in operating activities of $100.7
million for the three months ended March 31, 2021. The increase in cash used in
operating activities of $34.5 million was primarily driven by an increase in net
loss of $66.1 million, from a net loss of $113.2 million for the three months
ended March 31, 2021 to net loss of $179.2 million for the three months ended
March 31, 2022. The increase in cash used in operations was offset by an
increase in non-cash expense of $11.0 million, primarily related to an increase
in stock compensation, fixed asset depreciation and amortization of premiums and
discounts on marketable securities, as well as a $20.5 million increase in net
changes of operating assets and liabilities.

Investing Activities



Net cash used in investing activities for the three months ended March 31, 2022
was $114.5 million, compared to $167.9 million for the three months ended March
31, 2021. The decrease in net cash used in investing activities consisted
primarily of a reduction in marketable securities maturities, offset by
purchases of marketable securities and property and equipment.

Financing Activities



Net cash provided by financing activities for the three months ended March 31,
2022 was $10.6 million, compared with $226.0 million for the three months ended
March 31, 2021. Net cash provided by financing activities for the three months
ended March 31, 2022 consisted of option exercise proceeds, net of issuance
costs. Net cash provided by financing activities for the three months ended
March 31, 2021 consisted primarily of $222.1 million of net cash proceeds
related to the issuance of 1.4 million common shares in connection with our 2021
ATM. No shares were issued and sold under the 2021 ATM for the three months
ended March 31, 2022.

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Critical Accounting Policies and Significant Judgments and Estimates



This discussion and analysis of our financial condition and results of
operations is based on our financial statements, which we have prepared in
accordance with U.S. GAAP. We believe that several accounting policies are
important to understanding our historical and future performance. We refer to
these policies as critical because these specific areas generally require us to
make judgments and estimates about matters that are uncertain at the time we
make the estimate, and different estimates-which also would have been
reasonable-could have been used. On an ongoing basis, we evaluate our estimates
and judgments, including those described in greater detail below. We base our
estimates on historical experience and other market-specific or other relevant
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

We believe that our most critical accounting policies are those relating to
revenue recognition, variable interest entities and equity-based compensation,
and there have been no changes to our accounting policies discussed in our
Annual Report on Form 10-K for the year ended December 31, 2021 filed with the
SEC on February 15, 2022.

Recent Accounting Pronouncements



Refer to Note 1 of the notes to our unaudited condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q for a discussion of
recent accounting pronouncements.

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