Our management's discussion and analysis of our financial condition and results
of operations are based upon our consolidated financial statements included in
this Annual Report on Form 10-K, which have been prepared by us in accordance
with accounting principles generally accepted in the United States, or GAAP, and
with Regulation S-X promulgated under the Securities Exchange Act of 1934, as
amended. This discussion and analysis should be read in conjunction with these
consolidated financial statements and the notes thereto included elsewhere in
this Annual Report on Form 10-K. Some of the information contained in this
discussion and analysis or set forth elsewhere in this Annual Report on Form
10-K, including information with respect to our plans and strategy for our
business, includes forward-looking statements that involve risks and
uncertainties. As a result of many factors, including those factors set forth in
Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K, our actual
results could differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis.

Overview



We are a biopharmaceutical company that is committed to rewriting treatment for
people with cancer and other serious diseases through the discovery,
development, and commercialization of novel epigenetic medicines. By focusing on
the genetic drivers of disease, our science seeks to match targeted medicines
with the patients who need them.



In January 2020, the U.S. Food and Drug Administration, or FDA, granted
accelerated approval of TAZVERIK™ (tazemetostat) for the treatment of adult and
pediatric patients aged 16 years and older with metastatic or locally advanced
epithelioid sarcoma not eligible for complete resection. This approval was based
on overall response rate and duration of response shown in the epithelioid
sarcoma cohort of our Phase 2 trial in patients with INI1-negative tumors. The
commercial launch is underway, and we have made TAZVERIK available to eligible
patients and their physicians in the United States.



As part of the accelerated approval for epithelioid sarcoma, continued approval
for this indication is contingent upon verification and description of clinical
benefit in a confirmatory trial. To provide this confirmatory evidence to
support a full approval of tazemetostat for this indication, we are conducting a
global, randomized, controlled Phase 1b/3 confirmatory trial assessing TAZVERIK
in combination with doxorubicin compared with doxorubicin plus placebo as a
front-line treatment for epithelioid sarcoma. The safety run-in portion of the
trial is underway, and we expect to advance the trial into the Phase 3 portion
in 2020.



In December 2019, we submitted a New Drug Application, or NDA, to the FDA for
accelerated approval of TAZVERIK for patients with relapsed or refractory
follicular lymphoma, or FL, who have received at least two prior lines of
systemic therapy. In February 2020, the NDA was accepted for filing by the FDA.
The FDA granted priority review and has designated the application as a
supplemental NDA, or sNDA, with a Prescription Drug User Fee Act, or PDUFA,
target action date of June 18, 2020. Priority review is granted to
investigational therapies that, if approved, may offer significant improvements
in the treatment, prevention or diagnosis of a serious condition. The sNDA
submission is based primarily on efficacy and safety data from the cohorts
evaluating TAZVERIK as a monotherapy for patients with relapsed or refractory
FL, both with and without EZH2 activating mutations, who have received two or
more prior systemic therapies in our multi-cohort Phase 2 trial in patients with
relapsed or refractory non-Hodgkin's lymphoma, or NHL.



As part of our accelerated approval strategy for FL, we have initiated a single
trial to provide confirmatory evidence to support a full approval submission of
TAZVERIK for this indication. The trial is a global, randomized, controlled
Phase 1b/3 clinical trial comparing TAZVERIK in combination with the
FDA-approved chemotherapeutic-free regimen known as R2 (REVLIMID plus rituximab)
compared with R2 plus placebo in FL patients who have been treated with at least
one prior systemic therapy. The safety run-in portion of the trial is underway,
and we expect to advance it into the Phase 3 portion in 2020.



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Through our planned development efforts, our intention is to make TAZVERIK
available in all lines of treatment for patients with FL. We plan to leverage
the confirmatory trial to expand TAZVERIK into the second-line treatment
setting. In collaboration with The Lymphoma Study Association, or LYSA, and
based on clinical activity observed with TAZVERIK in combination with R-CHOP as
a front-line treatment for patients with high risk diffuse large B-cell
lymphoma, or DLBCL, we plan to investigate this combination as a front-line
treatment for high-risk patients with FL. In addition, we are finalizing plans
for investigator-sponsored studies to evaluate tazemetostat in combination with
rituximab, venetoclax or BTK inhibitors for the treatment of patients with FL in
the third-line or later treatment settings.



Tazemetostat is an oral, first in class, selective small molecule inhibitor of
the EZH2 histone methyltransferase, or HMT, that we are developing for the
treatment of a broad range of cancer types in multiple treatment settings.
Tazemetostat has shown meaningful clinical activity as an investigational
monotherapy in multiple cancer indications and has been generally well-tolerated
across clinical trials to date. We believe tazemetostat is a "pipeline in a
product" opportunity and plan to explore its utility as a monotherapy and in
combinations through both company and investigator-sponsored studies in
additional indications, including:

• Lymphomas and B-cell malignancies, such as DLBCL, mantle cell lymphoma,

or MCL, chronic lymphocytic leukemia, or CLL, chronic myeloid leukaemia,


          or CML, and others;


     •    Mutationally defined solid tumors, such as chordoma, melanoma,
          mesothelioma, and tumors harboring an EZH2 or SWI/SNF alteration;

• Chemotherapy or treatment-resistant tumors, such as triple-negative

breast cancer, small cell lung cancer, ovarian cancer, and metastatic


          castration-resistant prostate cancer; and,


     •    Immuno-oncology-sensitive tumors, such as colorectal cancer, bladder
          cancer, soft tissue sarcomas and non-small cell lung cancer.



We own the global development and commercialization rights to tazemetostat outside of Japan. Eisai Co. Ltd, or Eisai, holds the rights to develop and commercialize tazemetostat in Japan.



TAZVERIK is available to eligible patients in the United States via a specialty
distribution network. To commercialize TAZVERIK for the epithelioid sarcoma
indication in the United States, we have built a focused field presence and
marketing capabilities. This includes an efficiently sized field-based
organization of 19 individuals. We have initiated our FL launch readiness
activities and are expanding our infrastructure to support the launch and
marketing of tazemetostat for FL in the United States, if approved. Our sales
leadership team is in place, and we have completed our hiring of our sales
representatives. For geographies outside the United States, we are evaluating
the most efficient path to reach patients, including through potential
collaborations.

Tazemetostat is covered by claims of U.S. and European composition of matter
patents, which are expected to expire in 2032, exclusive of any patent term or
other extensions. Tazemetostat has been granted Fast Track designation by the
FDA in patients with relapsed or refractory FL, relapsed or refractory DLBCL
with EZH2 activating mutations and metastatic or locally advanced epithelioid
sarcoma who have progressed on or following an anthracycline-based treatment
regimen. The FDA has also granted orphan drug designation to tazemetostat for
the treatment of patients with FL, malignant rhabdoid tumors, or MRT, soft
tissue sarcoma, or STS, and mesothelioma. The orphan drug designation for the
treatment of MRT applies to INI1-negative MRT as well as SMARCA4-negative
malignant rhabdoid tumor of ovary, or MRTO.

Beyond tazemetostat, we are progressing preclinical efforts to pursue additional
development candidates for our pipeline and to further support our leadership
position in epigenetics.

In November 2018, we entered a strategic collaboration with Boehringer Ingelheim
International GmbH, or Boehringer Ingelheim, focused on the research,
development and commercialization of novel small molecule inhibitors, discovered
by us, directed toward two previously unaddressed epigenetic targets as
potential therapies for people with cancer. Specifically, these targets are
enzymes within the helicase and histone acetyltransferase, or HAT, families that
when dysregulated have been linked to the development of cancers that currently
lack therapeutic options. We also have collaborations with Glaxo Group Limited
(an affiliate of GlaxoSmithKline), or GSK, focused on the development of PRMT
inhibitors discovered by us, and with Celgene Corporation, which was recently
acquired by Bristol-Myers Squibb, and Celgene RIVOT Ltd., an affiliate of
Celgene Corporation, which we collectively refer to as Celgene, focused on the
development of pinometostat and small molecule inhibitors directed to three HMT
targets.

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Through December 31, 2019, we have raised an aggregate of $1,280.7 million to
fund our operations. This included $242.1 million of non-equity funding through
our collaboration agreements, $123.1 million of funding received through
agreements with Royalty Pharma and Pharmakon Advisors consisting of $100.0
million in consideration received and $25.0 million for the first tranche of
borrowings less debt issuance costs of $1.7 million, $839.5 million from the
sale of common stock and series A Convertible Preferred Stock in our public
offerings and $76.0 million from the sale of redeemable convertible preferred
stock in private financings prior to our initial public offering in May 2013.

As of December 31, 2019, we had $381.1 million in cash, cash equivalents and marketable securities.



We commenced active operations in early 2008, and since inception, have incurred
significant operating losses. As of December 31, 2019, our accumulated deficit
totaled $757.0 million. We expect to continue to incur significant expenses and
operating losses over the next several years. Our net losses may fluctuate
significantly from quarter to quarter and year to year. We expect our expenses
to increase in connection with our ongoing activities, particularly as we expect
to incur significant commercialization expenses related to product
manufacturing, marketing, sales and distribution. In addition, we expect our
expenses to increase as we fund our tazemetostat development program; make any
milestone payments provided for and achieved under the amended and restated
collaboration and license agreement with Eisai; continue our collaboration with
Celgene; and continue research and development and initiate clinical trials of,
and seek regulatory approval for, any future product candidates.

Funding Agreements with BioPharma Credit Investments V (Master) LP, BioPharma Credit PLC and RPI Finance Trust



We executed a purchase agreement with RPI on November 4, 2019, or the RPI
Purchase Agreement. Pursuant to the RPI Purchase Agreement, we sold to RPI
6,666,667 shares of our common stock and a warrant to purchase up to 2,500,000
shares of our common stock at an exercise price of $20.00 per share, or the
Warrant. We also sold our rights to receive royalties from Eisai with respect to
net sales by Eisai of tazemetostat products in Japan, or the Japan Royalty,
pursuant to the amended and restated collaboration and license agreement between
us and Eisai, dated as of March 12, 2015, or the Eisai License Agreement. In
consideration for the sale of shares of our common stock, the Warrant and the
Japan Royalty, RPI paid us $100.0 million upon the closing of the RPI Purchase
Agreement in November 2019. In addition, RPI agreed, in connection with RPI's
acquisition from Eisai of the right to receive royalties from us under the Eisai
License Agreement, to reduce our royalty obligation by low single digits upon
the achievement of specified annual net sales levels. We also had the option to
sell to RPI $50.0 million of shares of common stock for an 18-month period
beginning November 4, 2019, or the Put Option. On February 11, 2020, we sold
2,500,000 shares of common stock to RPI for an aggregate of $50.0 million in
proceeds at a sale price of $20.00 per share of common stock pursuant to the Put
Option.

On November 4, 2019, we also entered into a Loan Agreement with BioPharma Credit
PLC, or the Collateral Agent, and BioPharma Credit Investments V (Master) LP, or
the Lenders, providing for up to $70.0 million in secured term loans to be
advanced in up to three tranches, or the Loan Agreement. We may borrow $25.0
million under each of the first two tranches and $20.0 million under the third
tranche. We also have the right to request up to an additional $300.0 million in
secured term loans, subject to the approval of BioPharma Credit Investments V
(Master) LP and BioPharma Credit PLC, following FDA approval of tazemetostat for
the treatment of FL in the United States, provided that we have not prepaid any
outstanding term loans at the time of such request and such request is made
before November 18, 2021.

On November 18, 2019, we borrowed the first tranche of $25.0 million, or the
Tranche A Loan. Our right to borrow, and the Lenders' obligation to lend, under
the second tranche is subject to FDA approval of tazemetostat for the treatment
of epithelioid sarcoma in the United States, among other closing conditions. Our
right to borrow, and the Lenders' obligation to lend, under the third tranche is
subject to FDA approval of tazemetostat for the treatment of FL in the United
States, among other closing conditions. Unless the conditions are satisfied and
the amounts are borrowed prior to such dates, the Lenders' obligation to lend
funds under the second tranche will expire on March 31, 2020, and the Lenders'
obligation to lend funds under the third tranche will expire on December 31,
2020. We expect to borrow the second tranche of $25.0 million in March 2020 in
conjunction with the Eisai milestone payment that was triggered upon receipt of
FDA approval of our NDA of tazemetostat for the treatment of epithelioid
sarcoma.

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Under the terms of the Loan Agreement, we are required to make quarterly
interest only payments following the closing of Tranche A Loan and eight equal
quarterly payments of principal starting February 28, 2023 through November 18,
2024. Interest rates for the term loans will be determined by reference to a
Eurodollar rate plus 7.75% above such Eurodollar rate. The Eurodollar rate will
have a 2.00% floor. The term loans will be due in eight equal quarterly
principal payments commencing on the first business day on or following the 39th
month anniversary of November 18, 2019. All accrued and unpaid interest under
any tranches actually borrowed will be due and payable on the 60th month
anniversary of November 18, 2019. We may prepay the term loans before maturity
in whole or in part. If we prepay any term loan, in whole or in part, during the
first 36 months after November 18, 2019, then we must pay a prepayment premium
equal to the greater of the amount of interest that would have accrued on the
principal amount to be prepaid in the absence of any prepayment and a premium
equal to 0.03 multiplied by the principal amount to be prepaid. If we prepay a
term loan, in whole or in part, between the 36th month and 48th month after
November 18, 2019, then we must pay a prepayment premium equal to 0.02
multiplied by the after amount to be prepaid. If we prepay a term loan, in whole
or in part, between the 48th month and 60th month from November 18, 2019, then
we must pay a prepayment premium equal to 0.01 multiplied by the principal
amount to be prepaid.

The obligations under the Loan Agreement are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions.



The Loan Agreement contains certain customary representations and warranties,
affirmative and negative covenants and events of default applicable to us and
our subsidiaries. We will be required to comply at all times with a minimum
liquidity financial covenant. If an event of default occurs and is continuing,
the Collateral Agent may, among other things, accelerate the loans and foreclose
on the collateral.

Collaborations

Refer to Item 1, Business--Our Collaborations and Note 10, Collaborations, of
the notes to our consolidated financial statements in Item 15 of this Annual
Report on Form 10-K for a description of the key terms of our arrangements with
Boehringer Ingelheim, Eisai, Celgene and GSK, as well as the related accounting
and revenue recognition considerations.

Results of Operations for the Years Ended December 31, 2019, 2018 and 2017

Collaboration Revenue

The following is a comparison of collaboration revenue for the years ended December 31, 2019, 2018, and 2017:





                           Year Ended December 31,
                           2019              2018          Change        %
                                (In millions)
Collaboration revenue   $      23.8       $      21.7     $    2.1       9.7 %




                           Year Ended December 31,
                           2018              2017         Change         %
                                (In millions)
Collaboration revenue   $      21.7       $      10.0     $  11.7       117.0 %




Our revenue during the periods consisted of collaboration revenue, including
amounts recognized from deferred revenue related to upfront payments for
licenses or options to obtain licenses in the future, research and development
services revenue earned and milestone payments earned under collaboration and
license agreements with our collaboration partners.

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The following tables summarize our collaboration revenue, by collaboration partner, for the years ended December 31, 2019, 2018, and 2017:





                           Year Ended December 31,
                           2019              2018         Change         %
                                (In millions)
Collaboration Partner

GSK:                    $         -       $      20.0     $ (20.0 )     -100.0 %

BI:                            23.8               1.7        22.1       1300.0 %
                        $      23.8       $      21.7     $   2.1          9.7 %




                           Year Ended December 31,
                           2018              2017         Change         %
                                (In millions)
Collaboration Partner

GSK:                    $      20.0       $      10.0     $  10.0       100.0 %

BI:                             1.7                 -         1.7       100.0 %
                        $      21.7       $      10.0     $  11.7       117.0 %




Collaboration revenue for the year ended December 31, 2019 increased $2.1
million as compared to the year ended December 31, 2018, primarily as a result
of $23.8 million related to milestones and services under our agreement with
Boehringer Ingelheim, as compared to the achievement of a $12.0 million
milestone and a $8.0 million milestone under our agreement with GSK and $1.7
million related to the commencement of services under our agreement with
Boehringer Ingelheim during 2018. Collaboration revenue for the year ended
December 31, 2018 increased $11.7 million as compared to the year ended
December 31, 2017, primarily as a result of the achievement of a $12.0 million
milestone and a $8.0 million milestone under our agreement with GSK and $1.7
million related to the commencement of services under our agreement with
Boehringer Ingelheim during 2018 as compared to the achievement of a $10.0
million milestone under our agreement with GSK in 2017.

GSK. Under the agreement, we have received and recognized collaboration revenue
totaling $89.0 million, consisting of upfront payments, fixed research funding,
research and development services and preclinical and research milestone
payments. As of December 31, 2019, for the two remaining targets, we are
eligible to receive up to $50.0 million in clinical development milestone
payments, up to $197.0 million in regulatory milestone payments and up to $128.0
million in sales-based milestone payments. As a result of the termination of the
agreement as it relates to the third target, we will receive no additional
payments related to that target. In addition, GSK is required to pay us
royalties, at percentages from the mid-single digits to the low double-digits,
on a licensed product-by-licensed product basis, on worldwide net product sales,
subject to reduction in specified circumstances. Due to the uncertainty of
pharmaceutical development and the high historical failure rates generally
associated with drug development, we may not receive any additional milestone
payments or royalty payments from GSK. GSK became solely responsible for
development and commercialization for each licensed target in the collaboration
when the research term ended on January 8, 2015.

Boehringer Ingelheim. In the years ended December 31, 2019 and 2018, we
recognized $23.8 million and $1.7 million, respectively, in collaboration
revenue as part of our Boehringer Ingelheim collaboration. Under the agreement
we received $15.0 million in an upfront payment from Boehringer Ingelheim for
our license to inhibitor technology of two undisclosed targets and $5.0 million
in research funding in 2019. The revenue was recognized as we performed research
services through the end of 2019. The research period expired on December 31,
2019, as Boehringer Ingelheim did not elect to extend the research period
through December 31, 2020, and any future revenue will be related to milestone
payments.

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Celgene. In the years ended December 31, 2019, 2018, and 2017, no collaboration revenue was recognized as part of our Celgene collaboration.



As of December 31, 2019, we have total deferred revenue of $3.8 million in
noncurrent liabilities on our consolidated balance sheet related to our Celgene
collaboration, attributable to options for the non-pinometostat targets that are
subject to the collaboration.

Research and Development



Research and development expenses consist of expenses incurred in performing
research and development activities, including clinical trials and related
clinical manufacturing expenses, fees paid to external providers of research and
development services, third-party clinical research organizations, or CROs,
compensation and benefits for full-time research and development employees,
facilities expenses, overhead expenses, and other outside expenses. Most of our
research and development costs are external costs, which we track on a
program-by-program basis. Our internal research and development costs are
primarily compensation expenses for our full-time research and development
employees, including stock-based compensation expense.

In our early-stage research, we identify and prioritize novel CMPs that are
implicated in cancer and other diseases, and seek to develop potent and
selective small molecule inhibitors of these targets. During this phase of
research, our external costs primarily relate to lead discovery, biology, drug
metabolism and pharmacokinetics and chemistry services from a multinational
network of third-party providers of research and development services. As our
product candidates progress into preclinical and clinical development, external
costs are driven by clinical trial costs, manufacturing expenses, and
third-party research and development expenses.

In circumstances where our collaboration and license agreements provide for
equally co-funded global development under joint risk sharing collaborations,
and where we are the study sponsor, such as our Celgene collaboration, amounts
received for co-funding are recorded as a reduction to research and development
expense.

The following is a comparison of research and development expenses for the years ended December 31, 2019, 2018, and 2017:





                               Year Ended December 31,
                               2019               2018         Change        %
                                    (In millions)
Research and development   $      132.6       $      105.8     $  26.8       25.4 %




                               Year Ended December 31,
                               2018               2017         Change        %
                                    (In millions)
Research and development   $      105.8       $      109.7     $  (3.9 )     -3.6 %




During the year ended December 31, 2019, total research and development expenses
increased by $26.8 million compared to the year ended December 31, 2018,
primarily due to the payment of $20.0 million in clinical development milestones
to Eisai, increases in tazemetostat manufacturing costs and the buildout of our
regulatory and late stage development groups, offset by decreases in clinical
trial expenses.

During the year ended December 31, 2018 total research and development expenses
decreased by $3.9 million compared to the year ended December 31, 2017,
primarily due to decreases in our discovery research activities due to a greater
focus on our most advanced programs and decreases in clinical trial expenses,
offset by greater tazemetostat manufacturing costs.

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The following table illustrates the components of our research and development
expenses:



                                               Year Ended December 31,
Product Program                                2019               2018           Change           %
                                                    (In millions)
External research and development
expenses:
Tazemetostat and related EZH2 programs     $       67.8       $       49.5           18.3          37.0 %
Pinometostat and related DOT1L programs             0.3                0.0            0.3         100.0
Discovery and preclinical stage product
programs, collectively                             18.7               16.0            2.7          16.9
Unallocated personnel and other expenses           45.8               40.3            5.5          13.6
Total research and development expenses    $      132.6       $      105.8     $     26.8          25.3 %




                                               Year Ended December 31,
Product Program                                2018               2017           Change           %
                                                    (In millions)
External research and development
expenses:
Tazemetostat and related EZH2 programs     $       49.5       $       54.2     $     (4.7 )        -8.7 %
Pinometostat and related DOT1L programs             0.0                0.8           (0.8 )      -100.0
Discovery and preclinical stage product
programs, collectively                             16.0               17.9           (1.9 )       -10.6
Unallocated personnel and other expenses           40.3               36.8            3.5           9.5

Total research and development expenses $ 105.8 $ 109.7

   $     (3.9 )        -3.6 %




External research and development costs include external manufacturing costs
related to the acquisition of active pharmaceutical ingredient and manufacturing
of clinical drug supply, ongoing clinical trial costs, discovery and preclinical
research in support of the tazemetostat program and expenses associated with our
companion diagnostic program.

External research and development expenses for tazemetostat and related EZH2
programs increased $18.3 million for the year ended December 31, 2019 compared
to the year ended December 31, 2018. The increase in tazemetostat related
spending in the year ended December 31, 2019 related to greater tazemetostat
manufacturing costs and the build out of our regulatory and late stage
development groups, offset by decreases in clinical trial expenses.

External research and development expenses for tazemetostat and related EZH2
programs decreased $4.7 million for the year ended December 31, 2018 compared to
the year ended December 31, 2017. The decrease in tazemetostat related spending
in the year ended December 31, 2018 is primarily a result of decreased clinical
spending as a result of the partial clinical holds on the enrollment of new
patients in the United States, France and Germany, offset by an increase in
tazemetostat manufacturing costs.

External research and development expenses for pinometostat and related DOT1L
programs for the year ended December 31, 2019 increased $0.3 million compared to
the year ended December 31, 2018. The costs incurred in the year ended
December 31, 2019 were primarily associated with costs attributed to the CRADA
with the NCI to evaluate pinometostat in clinical trials in a variety of
hematologic malignancies and solid tumors. There were no costs incurred related
to pinometostat in 2018.

External research and development expenses for pinometostat and related DOT1L
programs for the year ended December 31, 2018 decreased $0.8 million when
compared to the year ended December 31, 2017. There were no costs incurred
related to pinometostat in 2018. The costs incurred related to pinometostat in
the year ended December 31, 2017 were primarily associated with costs attributed
to the CRADA with the NCI.

External research and development expenses for discovery and preclinical stage
product programs increased $2.7 million for the year ended December 31, 2019
compared to the year ended December 31, 2018, primarily related to increased
development activities related to our G9a preclinical program, offset by reduced
spending for discovery research activities. External research and development
expenses for discovery and preclinical stage product programs decreased
$1.9 million for the year ended December 31, 2018 compared to the year ended
December 31, 2017, primarily related to decreased spending for discovery
research activities, offset by increased development activities related to our
G9a preclinical program.

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Unallocated personnel and other expenses are comprised of compensation expenses
for our full-time research and development employees and other general research
and development expenses. Unallocated personnel and other expenses for the year
ended December 31, 2019 increased $5.5 million compared to the year ended
December 31, 2018. The increase is a result of the allocation of expenses to
projects and increases in facilities and equipment related expenses offset by an
increase in unallocated personnel costs. Unallocated personnel and other
expenses for the year ended December 31, 2018 increased $3.5 million compared to
the year ended December 31, 2017. The increase in unallocated personnel and
other expenses was primarily due to growth in our internal development functions
and the associated third-party costs to support tazemetostat and the anticipated
submission of our first NDA in the second quarter of 2019.

We expect research and development expenses will increase in 2020, as we increase our clinical trial activity for tazemetostat and utilize our drug discovery platform to progress preclinical efforts and pursue additional development candidates to expand our pipeline.

General and Administrative



General and administrative expenses consist primarily of salaries and related
benefits, including stock-based compensation, related to our executive, finance,
intellectual property, business development and support functions. Other general
and administrative expenses include allocated facility-related costs not
otherwise included in research and development expenses, travel expenses and
professional fees for auditing, tax and legal services, including intellectual
property and general legal services.

The following is a comparison of general and administrative expenses for the years ended December 31, 2019, 2018, and 2017:





                                Year Ended December 31,
                                2019              2018         Change        %
                                     (In millions)

General and administrative $ 68.3 $ 44.0 $ 24.3

 55.2 %




                                Year Ended December 31,
                                2018              2017          Change        %
                                     (In millions)

General and administrative $ 44.0 $ 37.2 $ 6.8

  18.3 %




For the year ended December 31, 2019, our general and administrative expenses
increased $24.3 million compared to the year ended December 31, 2018, primarily
due to increased pre-commercialization activities, including the build out of
our medical affairs and commercial organizations, and increased personnel
related expenses. For the year ended December 31, 2018, our general and
administrative expenses increased $6.8 million compared to the year ended
December 31, 2017, primarily due to an increase in medical affairs and
commercial costs as a result of organizational development in preparation for
commercialization of tazemetostat.

We expect that general and administrative expenses will increase in 2020, as we continue to increase our commercial activities for tazemetostat.


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Other Income, Net

The following is a comparison of other income, net for the years ended December 31, 2019, 2018, and 2017:





                                                Year Ended December 31,
                                               2019                 2018           Change           %
                                                     (In millions)
Other income, net
Interest income                            $         7.4         $       4.6     $      2.8          60.9 %
Interest expense                                    (0.3 )                 -           (0.3 )         100
Other (expense) income, net                            -                   -              -           0.0
Non-cash interest expense related to
sale of future royalties                            (0.2 )                 -           (0.2 )         100
Other income, net                          $         6.9         $       4.6     $      2.3          50.2 %




                        Year Ended December 31,
                       2018                2017          Change         %
                             (In millions)
Other income, net
Interest income     $       4.6         $       2.2     $    2.4       109.1 %
Interest expense              -                   -            -         0.0
Other income, net             -                   -            -         0.0
Other income, net   $       4.6         $       2.2     $    2.4       109.1 %




Other income, net consists of interest income earned on our cash equivalents and
marketable securities, net of imputed interest expense paid under our capital
lease obligation. Other income is mainly comprised of interest income, which
increased $2.8 million for the year ended December 31, 2019 compared to the year
ended December 31, 2018, primarily due to active management of our investment
portfolio, an increase in investment yields, and an increased cash balance as a
result of the public offering that we conducted in March 2019, the RPI Purchase
Agreement and the Loan Agreement. The increase in interest income was offset by
non-cash interest expense of $0.2 million related to the sale of future
royalties and interest expense of $0.3 million incurred under our long-term debt
agreement. Interest income increased $2.4 million for the year ended
December 31, 2018 compared to the year ended December 31, 2017, primarily due to
active management of our investment portfolio, an increase in investment yields,
and an increased cash balance as a result of the public offering that we
conducted in October 2018.

Income Tax Benefit



We evaluated the expected recoverability of our net deferred tax assets as of
December 31, 2019 and 2018, and determined that, with the exception of the
deferred tax asset related to alternative minimum tax, or AMT, credits, there
was insufficient positive evidence to support the recoverability of these net
deferred tax assets. The AMT credit becomes refundable no later than 2022 under
the Tax Cuts and Jobs Act, and as such, the related deferred tax asset will be
able to be realized. The corresponding valuation allowance of $368,000 was
reversed as of December 31, 2017 and recognized as a tax benefit. As of December
31, 2018, $184,000 of the deferred tax asset was reclassified to an income tax
receivable. Fifty percent of the remaining AMT credit is refundable with the
filing of the 2019 tax return. As such, as of December 31, 2019, $92,000 of the
deferred tax asset was reclassified to an income tax receivable. There was no
tax benefit or provision as a result of the asset reclassification on the
balance sheet.

Liquidity and Capital Resources



Through December 31, 2019, we have raised an aggregate of $1,280.7 million to
fund our operations, of which $242.1 million was non-equity funding through our
collaboration agreements, $123.1 million was from funding received through
agreements with Royalty Pharma and Pharmakon Advisors consisting of $100.0
million in consideration received and $25.0 million for the first tranche of
borrowings less debt issuance costs of $1.7 million, $839.5 million was from the
sale of common stock and series A Convertible Preferred Stock in our public
offerings and $76.0 million was from the sale of redeemable convertible
preferred stock in private financings prior to our initial public offering in
May 2013. As of December 31, 2019, we had $381.1 million in cash, cash
equivalents and marketable securities.

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In November 2019, we raised approximately $123.1 million from the sale to RPI of
6,666,667 shares of our common stock, the Warrant and the Japan Royalty for, as
well as from proceeds of the Tranche A Loan borrowings under the Loan Agreement.
On February 11, 2020, we sold 2,500,000 shares of common stock to RPI for an
aggregate of $50.0 million in proceeds at a sale price of $20.00 per share of
common stock pursuant to the Put Option.

In March 2019, we raised approximately $122.7 million in net proceeds (after
deducting underwriting discounts and commissions and estimated offering
expenses, but excluding any expenses and other costs reimbursed by the
underwriters) from the sale of 11,500,000 shares of our common stock in a public
offering at a price of $11.50 per share. We also raised approximately $37.4
million in net proceeds (after deducting underwriting discounts and commissions
and estimated offering expenses, but excluding any expenses and other costs
reimbursed by the underwriters) from the sale of 350,000 shares of series A
convertible preferred stock in a public offering at a price of $115 per share.
The series A convertible preferred stock is convertible into 3,500,000 shares of
our common stock.

In October 2018, we raised approximately $81.6 million in net proceeds (after
deducting underwriting discounts and commissions and estimated offering
expenses, but excluding any expenses and other costs reimbursed by the
underwriters) from the sale of 9,583,334 shares of our common stock in a public
offering at a price of $9.00 per share.

In September 2017, we raised $151.3 million, net of underwriting discounts and
commissions, but before direct and incremental costs from the sale of 10,557,000
shares of our common stock in a public offering at a price to the public of
$15.25 per share.

In addition to our existing cash, cash equivalents and marketable securities, we
may receive research and development co-funding and are eligible to earn a
significant amount of option exercise and milestone payments under our
collaboration agreements. Our ability to earn these payments and the timing of
earning these payments is dependent upon the outcome of our research and
development activities and is uncertain at this time.

Funding Requirements



Our primary uses of capital are, clinical trial costs, third-party research and
development services, expenses related to preparation for commercialization,
compensation and related expenses, laboratory and related supplies, our
potential future milestone payment obligations to Eisai and Roche Molecular
under the amended Eisai collaboration agreement and Roche Molecular companion
diagnostic agreement, legal and other regulatory expenses and general overhead
costs.

Because our product candidates are in various stages of clinical and preclinical
development and the outcome of these efforts is uncertain, we cannot estimate
the actual amounts necessary to successfully complete the development and
commercialization of our product candidates or whether, or when, we may achieve
profitability. Until such time, if ever, as we can generate substantial product
revenues, we expect to finance our cash needs through a combination of equity or
debt financings and collaboration arrangements. Except for any obligations of
our collaborators to make license, milestone or royalty payments under our
agreements with them, and amounts available to us under the Loan Agreement with
BioPharma Credit Investments V (Master) LP and BioPharma Credit PLC, which are
subject to certain conditions, we do not have any committed external sources of
liquidity. To the extent that we raise additional capital through the future
sale of equity or debt, the ownership interest of our stockholders may be
diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect the rights of our existing common
stockholders. Debt financing and preferred equity financing, if available, may
involve agreements that include covenants limiting or restricting our ability to
take specific actions, such as incurring additional debt, making capital
expenditures or declaring dividends. 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 any additional funds that may be needed 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 current operating plan, we expect that our existing cash, cash
equivalents and marketable securities will be sufficient to fund our planned
operating expenses and capital expenditure requirements into 2022, without
giving effect to any potential option exercise fees or milestone payments we may
receive under our collaboration agreements. We have based this estimate on
assumptions that may prove to be wrong, particularly as the process of testing
product candidates in clinical trials is costly and the timing of progress in
these trials is uncertain. As a result, we could use our capital resources
sooner than we expect.

Cash Flows



The following is a summary of cash flows for the years ended December 31, 2019,
2018 and 2017:



                                              Year Ended December 31,
                                               2019              2018         Change           %
                                                   (In millions)

Net cash used in operating activities $ (147.2 ) $ (121.6 )

  $   (25.6 )        21.0 %
Net cash (used in) provided by investing
activities                                        (85.3 )         (102.6 )        17.3         -16.8
Net cash provided by financing
activities                                        286.3             84.2         202.1         240.0




                                              Year Ended December 31,
                                               2018              2017         Change           %
                                                   (In millions)

Net cash used in operating activities $ (121.6 ) $ (120.4 )

  $    (1.2 )         1.0 %
Net cash provided by (used in) investing
activities                                       (102.6 )          113.3        (215.9 )       190.6
Net cash provided by financing
activities                                         84.2            155.9         (71.7 )        46.0



Net Cash Used in Operating Activities



Net cash used in operating activities was $147.2 million during the year ended
December 31, 2019 compared to $121.6 million during the year ended December 31,
2018. The increase in net cash used in operating activities primarily relates to
the increase in net loss in the period compared to 2018, and a net increase in
non-cash stock-based compensation, which was partially offset by changes in
working capital and a decrease in net depreciation and amortization.

Net cash used in operating activities was $121.6 million during the year ended
December 31, 2018 compared to $120.4 million during the year ended December 31,
2017. The increase in net cash used in operating activities primarily relates to
the decrease in net loss in the period compared to 2017, and a net increase in
non-cash stock-based compensation, which was partially offset by a decrease in
net depreciation and amortization and changes in working capital. The most
significant items affecting working capital in the year ended December 31, 2018
includes accounts receivable related to the milestone revenue recognized under
the GSK agreement and current deferred revenue associated with the BI
Agreement.

Net Cash Used in Investing Activities



Net cash used in investing activities during the year ended December 31, 2019
reflects $505.0 million of purchases of available for sale securities and
$0.6 million of purchases of property and equipment, offset by maturities/sales
of available for sale securities of $420.3 million.

Net cash used in investing activities during the year ended December 31, 2018
reflects $298.7 million of purchases of available-for-sale securities and $0.3
million of purchases of property and equipment, offset by maturities
of available-for-sale securities of $196.4 million.

Net cash provided by investing activities during the year ended December 31,
2017 reflects $126.4 million of purchases of available-for-sale securities and
$1.0 million of purchases of property and equipment, offset by maturities
of available-for-sale securities of $240.7 million.

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Net Cash Provided by Financing Activities



Net cash provided by financing activities of $286.3 million during the year
ended December 31, 2019 primarily reflects net cash received during the period
of $123.1 million in the aggregate received through the RPI Purchase Agreement
with RPI and the Loan Agreement with BioPharma Credit Investments V (Master) LP
and BioPharma Credit PLC, net cash received from the sale of common stock of
$123.0 million and net cash received from the sale of convertible preferred
stock of $37.4 million, as well as cash received from stock option exercises.

Net cash provided by financing activities of $84.2 million during the year ended
December 31, 2018 primarily reflects net cash received from the sale of common
stock in our public offerings in the fourth quarter of 2018 of $81.7 million,
cash received from stock option exercises of $1.9 million, and the purchases of
shares under our employee stock purchase plan of $0.7 million, partially offset
by the payments under our capital lease obligation of $0.1 million.

Net cash provided by financing activities of $155.9 million during the year
ended December 31, 2017 primarily reflects net cash received from the sale of
common stock in public offerings in the first quarter and third quarter of 2017
of $152.5 million, cash received from stock option exercises of $3.3 million,
and the purchases of shares under our employee stock purchase plan of
$0.7 million, partially offset by the payments under our capital lease
obligation of $0.6 million.

Contractual Obligations and Contingent Liabilities



The following summarizes our significant contractual obligations as of December
31, 2019:



                                                    Less than 1                                             More than 5
Contractual Obligations                Total           Year           1 to 3 Years       3 to 5 Years          Years
                                                                        (In thousands)
Lease obligations                     $ 29,718     $       4,512     $       15,510     $        9,172     $         524
Long-term debt obligations              25,000                 -             12,500             12,500                 -
Total obligations                     $ 54,718     $       4,512     $       28,010     $       21,672     $         524




In addition to commitments under leasing arrangements described in the table
above and in Note 8, Leases to the financial statements in Item 15 of this
Annual Report on Form 10-K, we have committed to fund the remaining $4.4 million
of development costs payable to Roche Molecular upon certain development and
regulatory milestones, under our amended companion diagnostic agreement with
Roche Molecular. We expect these remaining development costs to be incurred and
paid through 2020.

In addition, the contractual obligations table does not include potential future
milestones or royalties that we may be required to make under license and
collaboration agreements, including potential future milestones or royalties
payable to Eisai under the amended collaboration and license agreement, due to
the uncertainty of events requiring payment under these agreements. Under the
amended collaboration and license agreement with Eisai, we agreed to pay up to
$50.0 million in regulatory milestone payments, including a $25.0 million
milestone payment upon regulatory approval of the first NDA or MAA, and a
$25.0 million milestone payment upon regulatory approval of the NDA or MAA for
the second indication, and royalties at a percentage in the mid-teens on
worldwide net sales of any EZH2 product, excluding net sales in Japan. In
February 2020, we paid the first $25.0 million milestone payment upon regulatory
approval of tazemetostat for epithelioid sarcoma.

We enter into contracts in the normal course of business with CROs for clinical
and preclinical research studies, external manufacturers for product for use in
our clinical trials, and other research supplies and other services as part of
our operations. These contracts generally provide for termination on notice, and
therefore are cancelable contracts and not included in the table of contractual
obligations and commitments.

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Critical Accounting Policies and Use of Estimates



Our management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated financial
statements requires us to make estimates, judgments and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities as of the date of the balance sheets and the reported
amounts of collaboration revenue and expenses during the reporting periods. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances at the time such
estimates are made. Actual results and outcomes may differ materially from our
estimates, judgments and assumptions. We periodically review our estimates in
light of changes in circumstances, facts and experience. The effects of material
revisions in estimates are reflected in the consolidated financial statements
prospectively from the date of the change in estimate.

We define our critical accounting policies as those accounting principles
generally accepted in the United States of America that require us to make
subjective estimates and judgments about matters that are uncertain and are
likely to have a material impact on our financial condition and results of
operations as well as the specific manner in which we apply those principles. We
believe the critical accounting policies used in the preparation of our
financial statements which require significant estimates and judgments are as
follows:

Revenue Recognition



Effective January 1, 2018, we adopted Accounting Standards Codification, or ASC,
Topic 606, Revenue from Contracts with Customers, or ASC 606, using the modified
retrospective transition method. Under this method, results for reporting
periods beginning after January 1, 2018 are presented pursuant to ASC 606, while
prior period amounts are not adjusted and continue to be reported in
accordance with ASC 605. This standard applies to all contracts with customers,
except for contracts that are within the scope of other standards, such as
leases, insurance, collaboration arrangements and financial instruments. Under
ASC 606, an entity recognizes revenue when its customer obtains control of
promised goods or services, in an amount that reflects the consideration which
the entity expects to receive in exchange for those goods or services. To
determine revenue recognition for arrangements that an entity determines are
within the scope of ASC 606, the entity performs the following five steps: (i)
identify the contract(s) with a customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price; (iv)
allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue when (or as) the entity satisfies a performance
obligation. We only apply the five-step model to contracts when it is probable
that the entity will collect the consideration it is entitled to in exchange for
the goods or services it transfers to the customer. At contract inception, once
the contract is determined to be within the scope of ASC 606, we assess the
goods or services promised within each contract and determines those that are
performance obligations, and assesses whether each promised good or service is
distinct. We then recognize as revenue the amount of the transaction price that
is allocated to the respective performance obligation when (or as) the
performance obligation is satisfied.

We have entered into collaboration and license agreements, which are within the
scope of ASC 606, to discover, develop, manufacture and commercialize product
candidates. The terms of these agreements typically contain multiple promises or
obligations, which may include: (i) licenses, or options to obtain licenses, to
compounds directed to specific HMT targets (referred to as "exclusive licenses")
and (ii) research and development activities to be performed on behalf of the
collaboration partner related to the licensed HMT targets. Payments to us under
these agreements may include non-refundable license fees, customer option
exercise fees, payments for research activities, reimbursement of certain costs,
payments based upon the achievement of certain milestones and royalties on any
resulting net product sales.



We first evaluate license and/or collaboration arrangements to determine whether
the arrangement (or part of the arrangement) represents a collaborative
arrangement pursuant to ASC Topic 808, Collaborative Arrangements, based on the
risks and rewards and activities of the parties pursuant to the contractual
arrangement. We account for collaborative arrangements (or elements within the
contract that are deemed part of a collaborative arrangement), which represent a
collaborative relationship and not a customer relationship, outside the scope of
ASC 606. Our collaborations primarily represent revenue arrangements. For the
arrangements or arrangement components that are subject to revenue accounting
guidance, in determining the appropriate amount of

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revenue to be recognized as it fulfills its obligations under each of its
agreements, we perform the following steps: (i) identification of the promised
goods or services in the contract; (ii) determination of whether the promised
goods or services are performance obligations including whether they are
distinct in the context of the contract; (iii) measurement of the transaction
price, including the constraint on variable consideration; (iv) allocation of
the transaction price to the performance obligations; and (v) recognition of
revenue when (or as) we satisfy each performance obligation. As part of the
accounting for these arrangements, we must use significant judgment to
determine: a) the number of performance obligations based on the determination
under step (ii) above and whether those performance obligations are distinct
from other performance obligations in the contract; b) the transaction price
under step (iii) above; and c) the stand-alone selling price for each
performance obligation identified in the contract for the allocation of
transaction price in step (iv) above. We use judgment to determine whether
milestones or other variable consideration, except for royalties, should be
included in the transaction price as described further below. The transaction
price is allocated to each performance obligation on a relative stand-alone
selling price basis, for which we recognize revenue as or when the performance
obligations under the contract are satisfied. In determining the stand-alone
selling price of a license to our proprietary technology or a material right
provided by a customer option, we consider market conditions as well as
entity-specific factors, including those factors contemplated in negotiating the
agreements as well as internally developed estimates that include assumptions
related to the market opportunity, estimated development costs, probability of
success and the time needed to commercialize a product candidate pursuant to the
license. In validating its estimated stand-alone selling price, we evaluate
whether changes in the key assumptions used to determine its estimated
stand-alone selling price will have a significant effect on the allocation of
arrangement consideration between performance obligations.

Amounts received prior to revenue recognition are recorded as deferred revenue.
Amounts expected to be recognized as revenue within the 12 months following the
balance sheet date are classified as current portion of deferred revenue in the
accompanying consolidated balance sheets. Amounts not expected to be recognized
as revenue within the 12 months following the balance sheet date are classified
as deferred revenue, net of current portion. Amounts recognized as revenue, but
not yet received or invoiced are generally recognized as contract assets.



Exclusive Licenses - If the license to our intellectual property is determined
to be distinct from the other promises or performance obligations identified in
the arrangement, which generally include research and development services, we
recognize revenue from non-refundable, upfront fees allocated to the license
when the license is transferred to the customer and the customer is able to use
and benefit from the license. In assessing whether a license is distinct from
the other promises, we consider relevant facts and circumstances of each
arrangement, including the research and development capabilities of the
collaboration partner and the availability of the associated expertise in the
general marketplace. In addition, we consider whether the collaboration partner
can benefit from the license for its intended purpose without the receipt of the
remaining promise, whether the value of the license is dependent on the
unsatisfied promise, whether there are other vendors that could provide the
remaining promise, and whether it is separately identifiable from the remaining
promise. For licenses that are combined with other promises, we utilize judgment
to assess the nature of the combined performance obligation to determine whether
the combined performance obligation is satisfied over time or at a point in time
and, if over time, the appropriate method of measuring progress for purposes of
recognizing revenue. We evaluate the measure of progress each reporting period
and, if necessary, adjusts the measure of performance and related revenue
recognition. The measure of progress, and thereby periods over which revenue
should be recognized, are subject to estimates by management and may change over
the course of the research and development and licensing agreement.



Research and Development Services - The promises under our collaboration and
license agreements generally include research and development services to be
performed by the Company on behalf of the collaboration partner. For performance
obligations that include research and development services, we generally
recognize revenue allocated to such performance obligations based on an
appropriate measure of progress. The Company utilizes judgment to determine the
appropriate method of measuring progress for purposes of recognizing revenue,
which is generally an input measure such as costs incurred. We evaluate the
measure of progress each reporting period as described under Exclusive
Licenses above. Reimbursements from the partner that are the result of a
collaborative relationship with the partner, instead of a customer relationship,
such as co-development activities, are recorded as a reduction to research and
development expense.

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Customer Options - Our arrangements may provide a collaborator with the right to
select a target for licensing either at the inception of the arrangement or
within an initial pre-defined selection period, which may, in certain cases,
include the right of the collaborator to extend the selection period. Under
these agreements, fees may be due to us (i) at the inception of the arrangement
as an upfront fee or payment, (ii) upon the exercise of an option to acquire a
license or (iii) upon extending the selection period as an extension fee or
payment. If an arrangement is determined to contain customer options that allow
the customer to acquire additional goods or services, the goods and services
underlying the customer options are not considered to be performance obligations
at the outset of the arrangement, as they are contingent upon option exercise.
We evaluate the customer options for material rights, or options to acquire
additional goods or services for free or at a discount. If the customer options
are determined to represent a material right, the material right is recognized
as a separate performance obligation at the inception of the arrangement. We
allocate the transaction price to material rights based on the relative
stand-alone selling price, which is determined based on the identified discount
and the probability that the customer will exercise the option. Amounts
allocated to a material right are not recognized as revenue until, at the
earliest, the option is exercised or expires.



Milestone Payments - At the inception of each arrangement that includes
development milestone payments, we evaluate whether the milestones are
considered probable of being achieved and estimates the amount to be included in
the transaction price using the most likely amount method. If it is probable
that a significant revenue reversal would not occur, the associated milestone
value is included in the transaction price. Milestone payments that are not
within our control or control of the licensee, such as regulatory approvals, are
not considered probable of being achieved until those approvals are received. We
evaluate factors such as the scientific, clinical, regulatory, commercial, and
other risks that must be overcome to achieve the particular milestone in making
this assessment. There is considerable judgment involved in determining whether
it is probable that a significant revenue reversal would not occur. At the end
of each subsequent reporting period, we reevaluate the probability of
achievement of all milestones subject to constraint and, if necessary, adjusts
its estimate of the overall transaction price. Any such adjustments are recorded
on a cumulative catch-up basis, which would affect revenues and earnings in the
period of adjustment. If a milestone or other variable consideration relates
specifically to our efforts to satisfy a single performance obligation or to a
specific outcome from satisfying the performance obligation, we generally
allocate the milestone amount entirely to that performance obligation once it is
probable that a significant revenue reversal would not occur.



Royalties - For arrangements that include sales-based royalties, including
milestone payments based on a level of sales, and the license is deemed to be
the predominant item to which the royalties relate, we recognize revenue at the
later of (i) when the related sales occur or (ii) when the performance
obligation to which some or all of the royalty has been allocated has been
satisfied (or partially satisfied). To date, we have not recognized any royalty
revenue resulting from any of its licensing arrangements.



For a complete discussion of accounting for collaboration revenues, see Note 10, Collaborations, in the accompanying Notes to Consolidated Financial Statements included in Item 15. of Part IV of this Annual Report on Form 10-K.

Accrued Research and Development Expenses





As part of the process of preparing our financial statements, we are required to
estimate our accrued expenses as of each balance sheet date. This process
involves reviewing open contracts and purchase orders, communicating with our
personnel to identify services that have been performed on our behalf and
estimating the level of service performed and the associated cost incurred for
the service when we have not yet been invoiced or otherwise notified of the
actual cost. The majority of our service providers invoice us monthly in arrears
for services performed or when contractual milestones are met. We make estimates
of our accrued expenses as of each balance sheet date in our financial
statements based on facts and circumstances known to us at that time. We
periodically confirm the accuracy of our estimates with the service providers
and make adjustments if necessary. Examples of estimated accrued research and
development expenses include fees paid to:

  • contract research organizations in connection with clinical trials;


  • investigative sites in connection with clinical trials;


  • vendors in connection with non-clinical development activities; and

• vendors related to product manufacturing, development and distribution


          of clinical supplies.


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We generally accrue expenses related to research and development activities
based on the services received and efforts expended pursuant to contracts with
multiple contract research organizations that conduct and manage clinical trials
on our behalf as well as other vendors that provide research and development
services. The financial terms of these agreements are subject to negotiation,
vary from contract to contract and may result in uneven payment flows. There may
be instances in which payments made to our vendors will exceed the level of
services provided and result in a prepayment of the expense. Payments under some
of these contracts depend on factors such as the successful enrollment of
subjects and the completion of clinical trial milestones. In accruing service
fees, we estimate the time period over which services will be performed and the
level of effort to be expended in each period. If the actual timing of the
performance of services or the level of effort varies from our estimate, we
would adjust the accrual or prepaid accordingly.

Although we do not expect our estimates to be materially different from amounts
actually incurred, if our estimates of the status and timing of services
performed differ from the actual status and timing of services performed we may
report amounts that are too high or too low in any particular period. To date,
there have been no material differences from our estimates to the amount
actually incurred.

Liability Related to Sale of Future Royalties



We treat the liability related to sale of future royalties as a debt financing,
as we have significant continuing involvement in the generation of the cash
flows, to be amortized to interest expense using the effective interest rate
method over the life of the related royalty stream.

The liability related to sale of future royalties and the related interest
expense are based on our current estimates of future royalties expected to be
paid over the life of the arrangement. We will periodically assess the expected
royalty payments using a combination of internal projections and forecasts from
external sources. To the extent our future estimates of royalty payments are
greater or less than previous estimates or the estimated timing of such payments
is materially different than its previous estimates, we will prospectively
recognize related non-cash interest expense.

Going Concern



We continually evaluate our ability to continue as a going concern within one
year of the date of issuance of financial statements in both our Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K. Our evaluation entails
analyzing forward looking budgets and forecasts for expectations of our cash
needs, and comparing those needs to our current cash, cash equivalent and
marketable security balances.

Based on our current operating plan, we expect that our existing cash, cash
equivalents and marketable securities will be sufficient to fund our planned
operating expenses and capital expenditure requirements into 2022, without
giving effect to any potential option exercise fees or milestone payments we may
receive under our collaboration agreements.

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Recent Accounting Pronouncements



For detailed information regarding recently issued accounting pronouncements and
the expected impact on our consolidated financial statements, see Note 2,
Summary of Significant Accounting Policies-Recent Accounting Pronouncements, in
the accompanying Notes to Consolidated Financial Statements included in Item 15.
of Part IV of this Annual Report on Form 10-K.

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