The following discussion and analysis of our financial condition and results of
operations should be read together with our condensed consolidated financial
statements and 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,
2020, which was filed with the Securities and Exchange Commission ("SEC") on
February 26, 2021 (the "Annual Report").



This Quarterly Report on Form 10-Q contains forward-looking statements that
involve substantial risks and uncertainties. The words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "predict," "project," "would" and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. All
statements addressing our future operating performance and clinical development
and regulatory timelines that we expect or anticipate will occur in the future,
are forward-looking statements. There are a number of important risks and
uncertainties that could cause our actual results to differ materially from
those indicated by forward-looking statements, including uncertainties inherent
in the initiation and completion of pre-clinical studies and clinical trials and
clinical development of our product candidates; availability and timing of
results from pre-clinical studies and clinical trials; whether interim results
from a clinical trial will be predictive of the final results of the trial or
the results of future trials; expectations for regulatory approvals to conduct
trials or to market products and availability of funding sufficient for our
foreseeable and unforeseeable operating expenses and capital expenditure
requirements. These and other risks are described in greater detail in our
Annual Report under the captions "Risk Factor Summary" and "Risk Factors," in
this Quarterly Report on Form 10-Q under the caption "Risk Factors," and in
other filings that we may make with the SEC in the future. We may not actually
achieve the plans, intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make.
Our forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments that we

may
make.



You should read this Quarterly Report on Form 10-Q and the documents that we
have filed as exhibits to this Quarterly Report on Form 10-Q completely and with
the understanding that our actual future results may be materially different
from what we expect. The forward-looking statements contained in this Quarterly
Report on Form 10-Q are made as of the date of this Quarterly Report on Form
10-Q, and we do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by applicable law.



Overview



We are a leading, clinical stage genome editing company dedicated to developing
potentially transformative gene-editing medicines to treat a broad range of
serious diseases. We have developed a proprietary gene-editing platform based on
CRISPR technology and we continue to expand its capabilities. Our product
development strategy is to target diseases of high unmet need where we aim to
make differentiated, transformational medicines using our gene-editing platform.
We are advancing in vivo gene-editing medicines, in which the medicine is
injected or infused into the patient to edit the cells inside their body, ex
vivo gene-edited cell medicines, in which cells collected from a patient are
edited with our technology and then administered back to that same patient, and
cellular therapy medicines, in which we use our technology to edit cells
collected from a donor to develop medicines that can be administered to a
separate patient. While our discovery efforts have ranged across several
diseases and therapeutic areas, the areas where our programs are more mature are
in our in vivo gene-editing medicines to treat ocular diseases, our ex vivo
gene-edited cell medicines to treat hemoglobinopathies, and our cellular therapy
medicines to treat cancer.

In ocular diseases, our most advanced program is designed to address a specific
genetic form of retinal degeneration called Leber congenital amaurosis 10
("LCA10"), a disease for which we are not aware of any available therapies and
only one other potential treatment is in clinical trials in the United States
and Europe. In mid-2019, we initiated our Phase 1/2 BRILLIANCE clinical trial
for EDIT-101, an experimental gene-editing medicine to treat LCA10. We plan to
enroll approximately 18 patients in the United States and Europe in up to five
cohorts. We have completed dosing of the first two cohorts, the adult low-dose
and mid-dose cohorts. In the second quarter of 2021, we

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began enrolling patients in the adult high-dose cohort and, following the endorsement by an independent data monitoring committee, the first of two planned pediatric cohorts. We expect to complete dosing of both the adult high-dose cohort and the pediatric mid-dose cohort in the first half of 2022. Initial clinical data from the first two cohorts is planned for presentation in September 2021.



For our ex vivo gene-edited cell medicines, our lead program is EDIT-301, an
experimental medicine to treat sickle cell disease, a severe inherited blood
disease that causes premature death, and beta-thalassemia, another inherited
blood disorder characterized by severe anemia. In December 2020, we submitted an
investigational new drug application ("IND") to the U.S. Food and Drug
Administration ("FDA") for the initiation of a Phase 1/2 clinical trial of
EDIT-301, which we refer to as our RUBY trial, for the treatment of sickle cell
disease. In January 2021, the FDA cleared the start of enrollment and dosing of
patients in the first phase of the trial (which is designed to validate the
safety and beneficial effects of the cell editing process). In parallel, the FDA
imposed a partial clinical hold and requested we develop a potency assay to
ensure that the characteristics of the product released are as expected and
confirmed by clinical data collected in the first patients treated. The RUBY
trial is currently screening patients for enrollment, and we expect to begin
dosing in the trial by the end of 2021. We remain on track to submit an IND for
EDIT-301 for the treatment of beta-thalassemia by the end of 2021.

In cellular therapy medicines, we continue to develop our capabilities to
generate cells from induced pluripotent stem cells to develop engineered cell
medicines to treat cancer and are also advancing alpha-beta T cell experimental
medicines. In May 2015, we entered into a collaboration with Juno Therapeutics,
Inc., a wholly-owned subsidiary of Bristol-Myers Squibb Company ("Juno
Therapeutics"), a leader in the emerging field of immuno-oncology, to develop
novel engineered alpha-beta T cell therapies for cancer and autoimmune diseases,
which was amended and restated in each of May 2018 and November 2019, at which
time we also entered into a related license agreement with Juno Therapeutics,
which we collectively refer to as our collaboration with them.

In March 2017, we entered into a strategic alliance and option agreement with
Allergan Pharmaceuticals International Limited (together with its affiliates,
"Allergan") to discover, develop, and commercialize new gene editing medicines
for a range of ocular disorders. We received an aggregate of $130.0 million in
payments under this agreement, which consisted of the initial upfront payment,
an option exercise payment, and a milestone payment. We and Allergan
subsequently entered into a co-development and commercialization agreement under
which we agreed to co-develop and equally split profits and losses for EDIT-101
in the United States. In August 2020, we and Allergan terminated the strategic
alliance and option agreement and the co-development and commercialization
agreement, and we assumed full rights to EDIT-101 and responsibility for
conducting the clinical trial. In connection with such termination, we and
Allergan entered into a termination agreement, pursuant to which we made a
one-time aggregate payment of $20.0 million to Allergan.

Since our inception in September 2013, our operations have focused on organizing
and staffing our company, business planning, raising capital, establishing our
intellectual property portfolio, assembling our core capabilities in gene
editing, seeking to identify potential product candidates, and undertaking
preclinical studies. Except for EDIT-101 and EDIT-301, all of our research
programs are still in the preclinical or research stage of development and the
risk of failure of all of our research programs is high. We have not generated
any revenue from product sales. We have primarily financed our operations
through various equity financings and payments received under our research
collaboration with Juno Therapeutics and our strategic alliance with Allergan.

Since inception, we have incurred significant operating losses. Our net losses
were $112.0 million and $61.3 million for the six months ended June 30, 2021 and
2020, respectively. As of June 30, 2021, we had an accumulated deficit of $777.2
million. We expect to continue to incur significant expenses and operating
losses for the foreseeable future. Our net losses may fluctuate significantly
from quarter to quarter and from year to year. We anticipate that our expenses
will increase substantially as we continue our current research programs and our
preclinical development activities; progress the clinical development of
EDIT-101 for the treatment of LCA10 and EDIT-301 for the treatment of sickle
cell disease; seek to identify additional research programs and additional
product candidates; initiate preclinical testing and clinical trials for other
product candidates we identify and develop, including EDIT-301 for the treatment
of beta-thalassemia; maintain, expand, and protect our intellectual property
portfolio, including reimbursing our licensors for such expenses related to the
intellectual property that we in-license from such licensors; further develop
our genome

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editing platform; hire additional clinical, quality control, and scientific personnel; and incur costs associated with operating as a public company. We do not expect to be profitable for the year ending December 31, 2021 or the foreseeable future.



Although we did not experience any significant impact on our financial
condition, results of operations or liquidity due to the ongoing COVID-19
pandemic during the six months ended June 30, 2021, the pandemic continues to be
dynamic and near-term risks to our business remain. Vaccines are being
distributed and administered, but utilization of the vaccines has been varied
and new variants of the virus are emerging that have shown to be more
contagious, which has resulted in increased infection rates and may result in
re-imposed governmental restrictions to reduce the spread of COVID-19. As a
result, the ultimate impact of the COVID-19 pandemic continues to be highly
uncertain and we do not yet know the full extent of potential delays or impacts
on our business, our ability to continue to raise additional capital, the
EDIT-101 or EDIT-301 clinical trials, ongoing preclinical activities, or the
global economy as a whole. In March 2020, we implemented a work from home
policy, and restricted on-site activities at our facilities in Massachusetts and
Colorado to certain manufacturing, laboratory and related support activities in
light of the COVID-19 pandemic. Under our return to onsite work plans, we have
gradually resumed manufacturing, laboratory and related support activities at
our facilities in Massachusetts and Colorado, and anticipate a full reopening of
our facilities in the third quarter of 2021 using a hybrid work model. We will
continue to monitor and respond to the changing conditions created by the
pandemic, with focus on prioritizing the health and safety of our employees and
maintaining safe and reliable operations of our facilities.

Financial Operations Overview





Revenue



To date, we have not generated any revenue from product sales and we do not
expect to generate any revenue from product sales for the foreseeable future. In
connection with our collaboration with Juno Therapeutics, we have received an
aggregate of $126.0 million in payments, which have primarily consisted of the
initial upfront and amendment payments, development milestone payments, research
funding support and certain opt-in fees. We no longer receive research funding
support. As of June 30, 2021, we recorded $85.0 million of deferred revenue in
relation to our collaboration with Juno Therapeutics, of which $51.0 million is
classified as long-term on our condensed consolidated balance sheet. During the
six months ended June 30, 2021, we recognized $5.7 million of previously
deferred revenue related to our collaboration with Juno Therapeutics. Under this
collaboration, we will recognize revenue upon delivery of option packages to
Juno Therapeutics or upon receipt of development milestone payments. We expect
that our revenue will fluctuate from quarter-to-quarter and year-to-year as a
result of the timing of when we deliver such option packages or receive such
milestone payments.

For additional information about our revenue recognition policy related to the Juno Therapeutics collaboration, see "-Critical Accounting Policies and Estimates-Revenue Recognition" included in our Annual Report.

For the foreseeable future we expect substantially all of our revenue will be generated from our collaboration with Juno Therapeutics, and any other collaborations or agreements we may enter into.

Expenses

Research and Development Expenses



Research and development expenses consist primarily of costs incurred for our
research and development activities, including our drug discovery efforts and
preclinical studies and clinical trials under our research programs, which
include:

? employee-related expenses including salaries, benefits, and stock-based

compensation expense;

? costs of funding research performed by third parties that conduct research and

development and preclinical and clinical activities on our behalf;




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? costs of purchasing lab supplies and non-capital equipment used in our

preclinical activities and in manufacturing preclinical study materials;

? consultant fees;

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

fees for acquiring and maintaining licenses under our third-party licensing

? agreements, including any sublicensing or success payments made to our

licensors.

Research and development costs are expensed as incurred. At this time, we cannot reasonably estimate or know



the nature, timing, and 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, IND-enabling studies and natural

history studies;

? successful enrollment in, and completion of, clinical trials;

? receipt of marketing approvals from applicable regulatory authorities;

? establishing clinical, 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 a product, if and when approved, whether alone or

in collaboration with others;

? acceptance of a 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 we develop would significantly change the
costs, timing, and viability associated with the development of that product
candidate.



Research and development activities are central to our business model. We expect
research and development costs to increase significantly for the foreseeable
future as our development programs progress, including as we continue to
progress the clinical development of EDIT-101 and EDIT-301 as well as supporting
preclinical studies for our other research programs.



General and Administrative Expenses


General and administrative expenses consist primarily of salaries and other
related costs, including stock-based compensation for personnel in executive,
finance, investor relations, business development, legal, corporate affairs,
information technology, facilities and human resource functions. Other
significant costs include corporate facility costs

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not otherwise included in research and development expenses, legal fees related to intellectual property 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 any product candidates we identify and develop. These
increases will include increased costs related to the hiring of additional
personnel and fees to outside consultants. We also anticipate increased expenses
related to reimbursement of third-party patent-related expenses and expenses
associated with operating as a public company, including costs for audit, legal,
regulatory, and tax-related services, director and officer insurance premiums,
and investor relations costs. With respect to reimbursement of third-party
intellectual property-related expenses specifically, given the ongoing nature of
the opposition and interference proceedings involving the patents licensed to us
under our license agreements with The Broad Institute, Inc. ("Broad") and the
President and Fellows of Harvard College ("Harvard"), we anticipate general and
administrative expenses will continue to be significant.

Other Income, Net

For the six months ended June 30, 2021, other income, net consisted primarily of interest income and accretion of discounts associated with other marketable securities.





For the six months ended June 30, 2020, other income, net consisted primarily of
changes in the fair value of equity securities, interest income and accretion of
discounts associated with other marketable securities.



Critical Accounting Policies and Estimates





Our management's discussion and analysis of our financial condition and results
of operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with United States generally accepted
accounting principles. The preparation of our condensed consolidated financial
statements requires us to make judgments and estimates that affect the reported
amounts of assets, liabilities, revenues, 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 to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions. On an ongoing basis, we evaluate our judgments and
estimates in light of changes in circumstances, facts, and experience. The
effects of material revisions in estimates, if any, will be reflected in the
condensed consolidated financial statements prospectively from the date of
change in estimates.



There have been no material changes to our critical accounting policies from
those described in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our Annual Report.



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Results of Operations


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

The following table summarizes our results of operations for the three months ended June 30, 2021 and 2020, together with the changes in those items in dollars (in thousands) and the respective percentages of change:






                                              Three Months Ended
                                                  June 30,
                                              2021          2020        Dollar Change      Percentage Change
Collaboration and other research and
development revenues                       $      379    $   10,749    $      (10,370)              (96)  %
Operating expenses:
Research and development                       33,753        28,007              5,746                21  %
General and administrative                     22,027        14,081              7,946                56  %
Total operating expenses                       55,780        42,088             13,692                33  %
Other income, net:
Other (expense) income, net                       (1)         7,175            (7,176)               n/m
Interest income, net                              146           592              (446)              (75)  %
Total other income, net                           145         7,767            (7,622)              (98)  %
Net loss                                   $ (55,256)    $ (23,572)    $      (31,684)               n/m




For our results of operations, we have included the respective percentage of
changes, unless greater than 100% or less than (100)%, in which case we have
denoted such changes as not meaningful (n/m).

Collaboration and other research and development revenues





Collaboration and other research and development revenues decreased by $10.3
million, to $0.4 million, for the three months ended June 30, 2021 from $10.7
million for three months ended June 30, 2020. This decrease was primarily
attributable to $7.6 million in revenue recognized pursuant to an out-license
agreement we entered into during the second quarter of 2020 and a $0.8 million
increase in revenue recognized in the second quarter of 2020 related to our
strategic alliance with Allergan for which there was no similar revenue
recognized in the second quarter 2021.



Research and development expenses





Research and development expenses increased by $5.8 million, to $33.8 million,
for the three months ended June 30, 2021 from $28.0 million for the three months
ended June 30, 2020. The following table summarizes our research and development
expenses for the three months ended June 30, 2021 and 2020, together with the
changes in those items in dollars (in thousands) and the respective percentages
of change:






                                         Three Months Ended
                                              June 30,
                                         2021           2020        Dollar Change     Percentage Change
External research and development
expenses                              $    13,852    $    9,076    $         4,776               53  %
Employee related expenses                   9,748         7,919              1,829               23  %
Facility expenses                           4,185         3,394                791               23  %

Stock-based compensation expenses           4,171         2,673            

 1,498               56  %
Sublicense and license fees                   648         3,730            (3,082)             (83)  %
Other expenses                              1,149         1,215               (66)              (5)  %
Total research and development
expenses                              $    33,753    $   28,007    $         5,746               21  %




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The increase in research and development expenses for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 was primarily
attributable to:


approximately $4.8 million in increased external research and development

? expenses related primarily to the clinical and manufacturing development of


   EDIT-101, EDIT-301, and our other programs;



approximately $1.8 million in increased employee related expenses primarily due

? to an increase in the size of our workforce, including the expansion of our


   research and development organization;



approximately $1.5 million in increased stock-based compensation expenses

? primarily due to the hiring of our new Chief Scientific Officer and Chief

Regulatory Officer in the second quarter 2021; and

? approximately $0.8 million in increased facility related expenses.






These increases were partially offset by approximately $3.1 million in decreased
sublicense and license fees related to fees owed to our licensors in connection
with an out-license agreement entered into during the second quarter of 2020 and
for which there was no similar fees owed in the second quarter 2021.



General and administrative expenses





General and administrative expenses increased by $7.9 million, to $22.0 million,
for the three months ended June 30, 2021 from $14.1 million for the three months
ended June 30, 2020. The following table summarizes our general and
administrative expenses for the three months ended June 30, 2021 and 2020,
together with the changes in those items in dollars (in thousands) and the
respective percentages of change:




                                       Three Months Ended
                                            June 30,
                                       2021           2020         Dollar Change     Percentage Change
Stock-based compensation
expenses                           $      9,355    $     2,744    $         6,611              n/m
Intellectual property and
patent related fees                       4,754          3,640              1,114               31  %
Employee related expenses                 4,371          3,766                605               16  %
Other expenses                            2,232          1,950                282               14  %
Professional service expenses             1,315          1,981              (666)             (34)  %
Total general and
administrative expenses            $     22,027    $    14,081    $         7,946               56  %




The increase in general and administrative expenses for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 was primarily
attributable to:


approximately $6.6 million in increased stock-based compensation expenses

? related primarily to the performance awards granted in 2021 to our Chief

Executive Officer that were achieved or deemed probable in the second quarter


   of 2021;




? approximately $1.1 million in increased intellectual property and patent


   related fees;



approximately $0.6 million in increased employee related expenses primarily

? attributable to the separation of our former Chief Executive Officer from our

company in February 2021 as well as the hiring of our new Chief Executive


   Officer in 2021; and




? approximately $0.3 million in increased other expenses.

These increases were partially offset by approximately $0.7 million in decreased professional service expenses primarily due to decreased use of consulting services.







                                       21

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Other income, net



For the three months ended June 30, 2021, other income, net was $0.1 million, which was primarily attributable to interest income offset by accretion of discounts associated with other marketable securities.





For the three months ended June 30, 2020, other income, net was $7.8 million,
which was primarily attributable to the unrealized gains related to corporate
equity securities, interest income and accretion of discounts associated with
marketable securities.


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

The following table summarizes our results of operations for the six months ended June 30, 2021 and 2020, together with the changes in those items in dollars (in thousands) and the respective percentages of change:






                                              Six Months Ended
                                                  June 30,
                                             2021           2020        Dollar Change      Percentage Change
Collaboration and other research and
development revenues                      $     6,878    $   16,472    $       (9,594)              (58)  %
Operating expenses:
Research and development                       75,690        62,576             13,114                21  %
General and administrative                     43,471        31,852             11,619                36  %
Total operating expenses                      119,161        94,428             24,733                26  %
Other income, net
Other (expense) income, net                        19        14,509           (14,490)               n/m
Interest income, net                              280         2,151            (1,871)              (87)  %
Total other income, net                           299        16,660           (16,361)              (98)  %
Net loss                                  $ (111,984)    $ (61,296)    $      (50,688)                83  %



Collaboration and other research and development revenues


Collaboration and other research and development revenues decreased by $9.6
million, to $6.9 million, for the six months ended June 30, 2021 from $16.5
million for six months ended June 30, 2020. This decrease was primarily
attributable to $7.6 million in revenue recognized pursuant to an out-license
agreement we entered into during the second quarter 2020 and $7.4 million in
revenue recognized related to our strategic alliance with Allergan during the
six months ended June 30, 2020, for which there was no similar revenue
recognized during 2021. This was partially offset by $6.3 million in revenue
recognized pursuant to our research collaboration with Juno Therapeutics during
the six months ended June 30, 2021.



Research and development expenses





Research and development expenses increased by $13.1 million, to $75.7 million,
for the six months ended June 30, 2021 from $62.6 million for the six months
ended June 30, 2020. The following table summarizes our research and development
expenses for the six months ended June 30, 2021 and 2020, together with the
changes in those items in dollars (in thousands) and the respective percentages
of change:




                                         Six Months Ended
                                            June 30,
                                        2021          2020        Dollar Change     Percentage Change
External research and development
expenses                             $   27,513    $   27,958    $         (445)             (2)   %
Employee related expenses                19,749        16,517              3,232              20   %
Sublicense and license fees               9,629         3,940              5,689             n/m

Stock-based compensation expenses         8,137         5,730             

2,407              42   %
Facility expenses                         7,957         6,292              1,665              26   %
Other expenses                            2,705         2,139                566              26   %


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Total research and development expenses $ 75,690 $ 62,576 $ 13,114 21 %

The increase in research and development expenses for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily attributable to:

approximately $5.7 million in increased sublicense and license fees primarily

? related to the triggering of success payments under certain of our license

agreements upon the achievement of market capitalization-based milestones in


   the first quarter of 2021;



approximately $3.2 million in increased employee related expenses primarily due

? to an increase in the size of our workforce, including the expansion of our


   research and development organization;



approximately $2.4 million in increased stock-based compensation expenses

? primarily due to the hiring of our new Chief Scientific Officer and Chief

Regulatory Officer in the second quarter 2021;

? approximately $1.7 million in increased facility related expenses primarily

related to increased lab and manufacturing space; and

? approximately $0.6 million in increased other expenses.






These increases were partially offset by approximately $0.4 million in decreased
external research and development expenses related to expenses incurred in the
six months ended June 30, 2020 under our profit-sharing arrangement with
Allergan and expenses incurred related to an in-license arrangement entered into
during the first quarter of 2020 for which there were no similar expenses in the
six months ended June 30, 2021.



General and administrative expenses

General and administrative expenses increased by $11.6 million, to $43.5 million, for the six months ended June 30, 2021 from $31.9 million for the six months ended June 30, 2020. The following table summarizes our general and administrative expenses for the six months ended June 30, 2021 and 2020, together with the changes in those items in dollars (in thousands) and the respective percentages of change:






                                       Six Months Ended
                                          June 30,
                                     2021           2020         Dollar Change     Percentage Change
Stock-based compensation
expenses                          $    17,593    $     5,907    $        11,686              n/m
Intellectual property and
patent related fees                     9,869          9,012                857               10  %
Employee related expenses               9,065          8,451                614                7  %
Other expenses                          4,252          3,992                260                7  %
Professional service expenses           2,692          4,490            (1,798)             (40)  %
Total general and
administrative expenses           $    43,471    $    31,852    $        11,619               36  %



The increase in general and administrative expenses for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily attributable to:

approximately $11.7 million in increased stock-based compensation expenses

related to the acceleration of vesting of certain equity awards held by our

? former Chief Executive Officer in connection with her separation from our


   company in February 2021, as well as stock-based compensation expense
   recognized


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on the market and performance-based awards that were granted to our new Chief

Executive Officer and other certain employees in 2021;

? approximately $0.9 million in increased intellectual property and patent


   related fees;



approximately $0.6 million in increased employee related expenses primarily

? attributable to the separation of our former Chief Executive Officer from our

company in February 2021 as well as the hiring of our new Chief Executive


   Officer in 2021; and




? approximately $0.3 million in increased other expenses.

These increases were partially offset by approximately $1.8 million in decreased professional service expenses primarily due to decreased use of consulting services.





Other income, net



For the six months ended June 30, 2021, other income, net was $0.3 million, which was primarily attributable to interest income offset by accretion of discounts associated with other marketable securities.





For the six months ended June 30, 2020, other income, net was $16.7 million,
which was primarily attributable to the unrealized gains related to corporate
equity securities, interest income and accretion of discounts associated with
marketable securities.




Liquidity and Capital Resources





Sources of Liquidity



In May 2021, we entered into a common stock sales agreement with Cowen and
Company, LLC ("Cowen"), under which we from time to time can issue and sell
shares of our common stock through Cowen in at-the-market offerings for
aggregate gross sale proceeds of up to $300.0 million (the "ATM Facility"). As
of June 30, 2021, we have not sold any shares of our common stock under the

ATM
Facility.



In January 2021, we completed a public offering whereby we sold 3,500,000 shares
of our common stock and received net proceeds of approximately $216.9 million.
In February 2021, the underwriters in the public offering exercised their option
to purchase an additional 525,000 shares, resulting in additional net proceeds
to us of approximately $32.6 million. As of June 30, 2021, we have raised an
aggregate of $898.0 million in net proceeds through the sale of shares of our
common stock in public offerings and at-the-market offerings. We also have
funded our business from payments received under our research collaboration with
Juno Therapeutics and our strategic alliance with Allergan, which was terminated
in August 2020. As of June 30, 2021, we had cash, cash equivalents and
marketable securities of $698.1 million.



In addition to our existing cash, cash equivalents and marketable securities, we
are eligible to earn milestone and other payments under our collaboration
agreement with Juno Therapeutics. Our ability to earn the milestone payments and
the timing of earning these amounts are dependent upon the timing and outcome of
our development, regulatory and commercial activities and, as such, are
uncertain at this time. As of June 30, 2021, our right to contingent payments
under our collaboration agreement with Juno Therapeutics is our only significant
committed potential external source of funds.

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Cash Flows


The following table provides information regarding our cash flows for the three months ended June 30, 2021 and 2020 (in thousands):






                                                                 Six Months Ended
                                                                     June 30,
                                                                 2021         2020
Net cash (used in) provided by:
Operating activities                                          $ (88,436)   $ (84,942)
Investing activities                                               8,035      120,637
Financing activities                                             278,553      214,200

Net increase in cash, cash equivalents, and restricted cash $ 198,152 $ 249,895

Net Cash Used in Operating Activities

The use of cash in all periods resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital.





Net cash used in operating activities was approximately $88.4 million for the
six months ended June 30, 2021, which primarily consisted of operating expenses
that relate to our on-going preclinical and clinical activities, patent costs
and license fees, and increased costs as a result of staffing needs due to our
expanding operations. These expenses were partially offset by cash inflows from
license fees received in the period.



Net cash used in operating activities was approximately $84.9 million for the
six months ended June 30, 2020, which primarily consisted of operating expenses
that relate to our on-going preclinical and clinical activities, patent costs
and license fees, and increased costs as a result of staffing needs due to our
expanding operations. These expenses were partially offset by cash inflows from
license fees received in the period.



Net Cash Provided by Investing Activities





Net cash provided by investing activities was approximately $8.0 million for the
six months ended June 30, 2021, primarily related to proceeds from maturities of
marketable securities of $205.0 million, partially offset by costs used to
acquire marketable securities of $194.2 million and purchases of property and
equipment of $2.8 million.



Net cash provided by investing activities was approximately $120.6 million for
the six months ended June 30, 2020, primarily related to proceeds from
maturities of marketable securities of $191.0 million, partially offset by costs
to acquire marketable securities of $66.4 million and costs to acquire property
and equipment of $4.0 million.



Net Cash Provided by Financing Activities


Net cash provided by financing activities was approximately $278.6 million for
the six months ended June 30, 2021 and consisted of $249.5 million in net
proceeds received from the offering of our common stock and $28.6 million in
proceeds received from exercises of options for our common stock.



Net cash provided by financing activities was approximately $214.2 million for the six months ended June 30, 2020 and consisted of $204.0 million in net proceeds received from offerings of common stock, of which $0.3 million in offering expenses was unpaid at June 30, 2020, and $9.9 million in proceeds received from exercises of options for our common stock.





Funding Requirements



We expect our expenses to increase in connection with our ongoing activities,
particularly as we progress the clinical development of EDIT-101 and EDIT-301;
further advance our current research programs and our preclinical development
activities; seek to identify product candidates and additional research
programs; initiate preclinical testing

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and clinical trials for other product candidates we identify and develop,
including EDIT-301 for the treatment of beta-thalassemia; maintain, expand, and
protect our intellectual property portfolio, including reimbursing our licensors
for expenses related to the intellectual property that we in-license from such
licensors; hire additional clinical, quality control, and scientific personnel;
and incur costs associated with operating as a public company. In addition, if
we obtain marketing approval for any product candidate that we identify and
develop, we expect to incur significant commercialization expenses related to
product sales, marketing, manufacturing, and distribution to the extent that
such sales, marketing, and distribution are not the responsibility of a
collaborator. We do not expect to generate significant recurring revenue unless
and until we obtain regulatory approval for and commercialize a product
candidate. Furthermore, since 2016 we have incurred, and in future years we
expect to continue to incur, significant costs associated with operating as a
public company. 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 would be forced to delay, reduce,
or eliminate our research and development programs or future commercialization
efforts.

We expect that our existing cash, cash equivalents and marketable securities as
of June 30, 2021 and anticipated interest income will enable us to fund our
operating expenses and capital expenditure requirements well into 2023. We have
based our estimates on assumptions that may prove to be wrong, and we may use
our available capital resources sooner than we currently expect. Our future
capital requirements will depend on many factors, including:

the scope, progress, results, and costs of drug discovery, preclinical

? development, laboratory testing, and clinical or natural history study trials

for the product candidates we develop;

? the costs of progressing the clinical development of EDIT-101 to treat LCA10;

? the costs of progressing the clinical development of EDIT-301 to treat sickle

cell disease;

? the costs of IND-enabling studies and initiating any clinical trial for

EDIT-301 to treat beta-thalassemia;

the costs of preparing, filing, and prosecuting patent applications,

? maintaining and enforcing our intellectual property and proprietary rights, and

defending intellectual property-related claims;

? the costs, timing, and outcome of regulatory review of the product candidates

we develop;

the costs of future activities, including product sales, medical affairs,

? marketing, manufacturing, and distribution, for any product candidates for

which we receive regulatory approval;

? the success of our collaboration with Juno Therapeutics;

? whether Juno Therapeutics exercises any of its options to extend the research

program term and/or to additional research programs under our collaboration;

? our ability to establish and maintain additional collaborations on favorable

terms, if at all;

? the extent to which we acquire or in-license other medicines and technologies;

? the costs of reimbursing our licensors for the prosecution and maintenance of

the patent rights in-licensed by us; and

? the costs of operating as a public company.


Identifying potential product candidates and conducting preclinical studies and
clinical trials is a time-consuming, expensive, and uncertain process that takes
many years to complete, and we may never generate the necessary data or results
required to obtain marketing approval and achieve product sales. In addition,
any product

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candidate that we identify and develop, if approved, may not achieve commercial
success. Our commercial revenues, if any, will be derived from sales of genomic
medicines that we do not expect to be commercially available for many years, if
at all. Accordingly, we will need to continue to rely on additional financing to
achieve our business objectives. Adequate additional financing may not be
available to us on acceptable terms, or at all. Further, our ability to continue
to raise additional capital may be adversely impacted by potential worsening
global economic conditions and potential disruptions to, and volatility in, the
credit and financial markets in the United States and worldwide resulting from
the ongoing COVID-19 pandemic.

Until such time, if ever, as we can generate substantial product revenues, we
expect to finance our cash needs through a combination of equity offerings, debt
financings, collaborations, strategic alliances, and licensing arrangements. 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 the rights of our 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 funds through additional 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 to 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.

Contractual Obligations


The following table summarizes our significant contractual obligations as of payment due date by period at June 30, 2021 (in thousands):




                                         Less Than                                            More than
                            Total          1 Year        1 to 3 Years     3 to 5 Years         5 Years

Operating lease
obligations (1)          $    35,735    $     12,760    $       20,513    $       2,462    $             -
Total                    $    35,735    $     12,760    $       20,513    $       2,462    $             -



Represents future minimum lease payments under our non-cancelable operating

(1) leases. The minimum lease payments above exclude our share of the facility

operating expenses and other costs that are reimbursable to the landlord


     under the leases.




The table above does not include potential milestone and success fees,
sublicense fees, royalty fees, licensing maintenance fees, and reimbursement of
patent maintenance costs that we may be required to pay under agreements we have
entered into with certain institutions to license intellectual property. Our
agreements to license intellectual property include potential milestone payments
that are dependent upon the development of products using the intellectual
property licensed under the agreements and contingent upon the achievement of
development or regulatory approval milestones, as well as commercial milestones.
We have not included such potential obligations in the table above because they
are contingent upon the occurrence of future events and the timing and
likelihood of such potential obligations are not known with certainty. For
further information regarding these agreements, please see "Business-Our
Collaborations and Licensing Strategy" in our Annual Report.



We enter into contracts in the normal course of business with contract research
organizations and other vendors to assist in the performance of our research and
development activities and other services and products for operating purposes.
These contracts generally provide for termination on notice, and therefore are
cancelable contracts and not included in the table of contractual obligations
and commitments.


Off-Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet



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arrangements, as defined under applicable SEC rules.





Effects of Inflation



Inflation would generally affect our business by increasing our cost of labor
and clinical trial costs. We do not believe that inflation had a material effect
on our business, financial condition or results of operations during the six
months ended June 30, 2021 or 2020.

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