You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and notes thereto included elsewhere in this report and our audited financial statements and related notes thereto included as part of our Annual Report on Form 10­K for the year ended December 31, 2020. This discussion and analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as our plans, objectives, expectations, intentions and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors". These forward-looking statements speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason.

Overview

We are a biotechnology company developing targeted immunotherapies for cancer and infectious disease. Our approach seeks to generate a prophylactic or therapeutic immune response by leveraging insights into the immune system's ability to recognize and destroy diseased cells by targeting select antigens. We initially focused on harnessing the natural power of a patient's own immune system to recognize short tumor-specific peptide sequences presented on cancer cells, referred to as tumor-specific neoantigens, or TSNA, in order to destroy tumor cells. More recently, we extended our programs to include viral antigens displayed on the surface of virus-infected cells. Our programs are built on two key pillars - first, our proprietary Gritstone EDGE artificial intelligence platform, which enables us to identify antigens that can be recognized by the immune system with a high degree of accuracy; and, second, a potent immunotherapy platform, which we have engineered to deliver the selected antigens and drive the patient's immune system to attack and destroy tumors or virally-infected cells.

We initiated the Phase 2 portion of our Phase 1/2 first-in-human clinical trial of our personalized immunotherapy product candidate, GRANITE, and the Phase 2 portion of our Phase 1/2 clinical trial of our "off-the-shelf" immunotherapy product candidate, SLATE (also targeting TSNA), in the fourth quarter of 2020, both for the treatment of several common solid tumors and evaluation in combination with immune checkpoint blockade. In these studies, patients have received our immunotherapy product candidates, which have shown acceptable tolerability at doses tested as of March 31, 2021, and, importantly, we have observed cytotoxic T cell responses to multiple administered TSNA and early signs of clinical benefit. We expect to present preliminary clinical data from select cohorts in the second half of 2021. Patient selection for the two programs is distinct. SLATE patients must carry both a particular tissue type human leukocyte antigen, or HLA, which is similar to the ABO blood type, but with more variants, and at least one of twenty specific gene mutations, with a particular focus upon common KRAS gene mutations, to be eligible for this "off-the-shelf" product candidate. In contrast, GRANITE patients receive an immunotherapy product candidate made specifically for them, based upon their tumor DNA/RNA sequence. In the first quarter of 2021, we entered into a Phase 1 clinical trial agreement with the National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health. The Phase 1 CORAL clinical trial, supported by the NIAID and conducted through the Infectious Diseases Clinical Research Consortium (IDCRC) began dosing in volunteers during the first quarter of 2021.

We have funded our operations to date primarily through private placements of our convertible preferred stock, the sale of our common stock in public offerings and under our ATM Offering Program, private placements of our common stock and pre-funded warrants, as well as proceeds from our collaboration arrangements. We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates and commercialize our products or enter into collaboration agreements with third parties. Substantially all of our net losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. The GRANITE, SLATE, BiSAb and CORAL programs will require substantial additional development time and resources before we would be able to apply for or receive regulatory approvals and begin generating revenue from product sales. In addition, we expect to incur additional costs associated with operating as a public company. We also do not yet have a sales organization or commercial infrastructure and, accordingly, we will incur significant expenses to develop a sales organization or commercial infrastructure in advance of generating any commercial product sales. As a result, we will need substantial additional capital to support our operating activities.



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We currently anticipate that we will seek to fund our operations through equity or debt financings or other sources, such as potential collaboration agreements with third parties. Adequate funding may not be available to us on acceptable terms, or at all, particularly in light of the current COVID-19 pandemic and associated economic uncertainty and potential local and/or global economic recession. If sufficient funds on acceptable terms are not available when needed, we will be required to significantly reduce our operating expenses and delay, reduce the scope of, or eliminate one or more of our development programs. See "Liquidity and Capital Resources" below and Note 2 to the unaudited condensed consolidated financial statements and related notes included elsewhere for additional information.

Manufacturing is a vital component of personalized immunotherapy, and we have invested significantly in our manufacturing facility, which opened in November 2017. Until December 2019, we used a hybrid approach to manufacture our personalized immunotherapy, wherein certain elements of our product candidates were manufactured on an outsourced basis at qualified third-party contract manufacturing organizations, or CMOs, and other elements of our product candidates were manufactured internally. As of March 2020, we have internalized the majority of the manufacturing steps in an effort to drive down both cost and production time, as well as establish full control over intellectual property and product quality. Our internal manufacturing process will require ongoing process improvements and scale up, which will require significant investments in our manufacturing facility and processes.

Since we commenced operations in August 2015, we have invested a significant portion of our efforts and financial resources in research and development activities and establishing our manufacturing facility. During the three months ended March 31, 2021, we recorded net income of $7.9 million. During the three months ended March 31, 2020, our net loss was $26.2 million. As of March 31, 2021, we had an accumulated deficit of $318.4 million, and we do not expect positive cash flows from operations in the foreseeable future. We do not have any products approved for sale. We expect to continue to incur net operating losses for at least the next several years as we advance our product candidates through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization, continue our research and development efforts and invest in our manufacturing facility.

In October 2019, we filed a shelf registration statement on Form S-3, or the Shelf Registration Statement, with the SEC covering the offering of up to $250.0 million of common stock, preferred stock, debt securities, warrants and units, including the sale and issuance of up to $75.0 million in shares of our common stock to be issued from time to time in our ATM Offering Program pursuant to the Sales Agreement that we have entered into with Cowen and Company, LLC, or Cowen. The Shelf Registration Statement was declared effective by the SEC on November 8, 2019. Through March 31, 2021, we have received aggregate proceeds from our ATM Offering Program of $13.4 million, net of commissions and offering costs. During the three months ended March 31, 2021, we did not sell any shares under our ATM Offering Program. We have $60.7 million available under the Shelf Registration Statement for the ATM Offering Program as of March 31, 2021.

In December 2020, we entered into private placement transactions with certain existing and new investors, pursuant to which we sold (i) an aggregate of 5,543,351 shares of common stock at a per share purchase price of $3.34, (ii) pre-funded warrants to purchase an aggregate of 27,480,719 shares of common stock, at a price per warrant share of $3.33 per share of common stock (with an exercise price of $0.01 per share), and (iii) an aggregate of 4,043,127 shares of common stock at a per share purchase price of $3.71. The aggregate gross cash proceeds to Gritstone for the securities sold in these private placements was $125.0 million, and related costs were $5.2 million. In January 2021, in connection with these private placements, we filed with the SEC a prospectus supplement to our shelf registration statement on Form S-3 in order to register for resale the shares of common stock sold in these transactions.

COVID-19 Update

The COVID-19 pandemic has placed strains on the providers of healthcare services, including the healthcare institutions where we conduct our clinical trials. These strains have resulted in institutions prohibiting the initiation of new clinical trials, slowing or halting enrollment in existing trials and restricting the on-site monitoring of clinical trials. The Company's operations have not been materially impacted by the COVID-19 pandemic. However, we have experienced slowing of patient recruitment and sample collection in our ongoing clinical trials. Additionally, as a result of the COVID-19 pandemic, competition for potential patients in our trials may be further exaggerated as a result of multiple clinical site closures. To date, the COVID-19 pandemic has not materially affected our supply



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chain or production schedule, but further escalation of the health crisis has the potential to cause delays in our supply chain and manufacturing operations, which could materially adversely impact our business.

We have not experienced any disruptions in our supply chain necessary to conduct our ongoing clinical trials.

In response to the pandemic, and in alignment with public health guidance designed to slow the spread of COVID-19, we implemented a reduced onsite staffing model and transitioned to a remote work plan for all employees other than those providing essential services, such as our manufacturing and laboratory staff. For our onsite employees, we have implemented heightened health and safety measures designed to comply with applicable federal, state and local guidelines in response to the COVID-19 pandemic. We are further supporting all of our employees by leveraging virtual meeting technology and encouraging employees to follow local health authority guidance. While reopening plans have progressed in California and Massachusetts, we have continued to restrict our personnel as outlined above. We may need to undertake additional actions that could impact our operations if required by applicable laws or regulations or if we determine such actions to be in the best interests of our employees.

Components of Our Operating Results

Collaboration Revenue

To date, we have not generated any revenue from product sales and do not expect to generate any revenue from product sales for the foreseeable future. For the three months ended March 31, 2021 and 2020, we recognized $39.7 million and $1.3 million, respectively, of revenue from the bluebird Collaboration Agreement, the Gilead Collaboration Agreement and another small collaboration agreement. See Note 8 to our condensed consolidated financial statements for additional information.

In the future, we will continue to recognize revenue from the bluebird Collaboration Agreement and the Gilead Collaboration Agreement and may generate revenue from product sales or other collaboration agreements, strategic alliances and licensing arrangements. We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing and amount of license fees, milestones, reimbursement of costs incurred and other payments and product sales, to the extent that any are successfully commercialized. If we fail to complete the development of our product candidates in a timely manner or obtain regulatory approval for them, our ability to generate future revenue, and our results of operations and financial position, would be materially adversely affected.

Operating Expenses

Research and Development Expenses

Since our inception, we have focused significant resources on our research and development activities, including conducting preclinical studies, manufacturing development efforts and related development activities for our product candidates.

Research and development activities account for a significant portion of our operating expenses. Research and development costs are expensed as incurred. These costs include:



  • External research and development expenses, including:


          • Expenses incurred under arrangements with third parties, including
            clinical research organizations, or CROs, preclinical testing
            organizations, CMOs, academic and non-profit institutions and
            consultants;


  • Fees related to our license agreements;


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  • Internal research and development expenses, including:


         • Headcount related expenses, including salaries, payroll taxes,
           benefits, non-cash stock-based compensation and travel, for employees
           contributing to research and development activities, including the
           costs associated with the development of our EDGE platform; and


     • Other expenses, which include direct and allocated expenses for
       laboratories, facilities and other costs.

In October 2017, we entered into a license agreement with Arbutus Biopharma Corporation, or Arbutus. Certain terms of the agreement were modified by amendment in July 2018. Under the agreement, Arbutus grants us a worldwide, exclusive license to certain technology of Arbutus, including Arbutus' portfolio of proprietary and clinically validated LNP products and associated intellectual property, as well as technology transfer of Arbutus' manufacturing know-how. During the three months ended March 31, 2021 and 2020, the Company had no research and development expense under the agreement. In August 2019, a milestone was met following the initial patient treatment of SLATE in our GO-005 clinical trial. We recorded $3.0 million as research and development expense in connection with the milestone. The milestone payment was made in October 2019.

Pursuant to our 2020 Genevant License Agreement, Genevant granted us exclusive license rights under certain intellectual property related to Genevant's LNP technology for a single indication, and we agreed to pay Genevant an initial payment of $2.0 million, up to an aggregate of $71.0 million in specified development, regulatory, and commercial milestones, and low to mid-single digit royalties on net sales of licensed products. The upfront payment of $2.0 million was included in research and development expenses during 2020.

Pursuant to our 2021 Genevant License Agreement, we obtained a nonexclusive license to Genevant's LNP technology to develop and commercialize self-amplifying RNA, or SAM, vaccines against SARS-CoV-2, the virus that causes COVID-19. Under the 2021 Genevant License Agreement, we made a $1.5 million upfront payment to Genevant, and Genevant is eligible to receive from us up to $191.0 million in contingent milestone payments per product, plus certain royalties on future product sales or licensing (or, in certain scenarios and subject to certain conditions, in lieu of these milestones and royalties Genevant would receive a percentage of amounts we receive from sublicenses). In March 2021, a milestone was met following the initial patient treatment in the Phase 1 clinical trial conducted through the NIAID-supported IDCRC. Both the $1.5 million upfront and $1.0 million milestone payments were recorded as research and development expense for the three months ended March 31, 2021.

We expect our research and development expenses to increase substantially in the future as we continue to advance our product candidates into and through clinical studies and pursue regulatory approval. Conducting the necessary clinical studies to obtain regulatory approval is costly and time-consuming and such clinical studies generally become larger and more costly to conduct as they advance into later stages. The successful development of our product candidates is highly uncertain. The actual probability of success for our product candidates may be affected by a variety of risks and uncertainties associated with drug development, including those set forth in the section entitled "Risk Factors" included in Part II, Section 1A and elsewhere in this report.



The following table summarizes our research and development expenses by program
and category (in thousands):



                                                      Three Months Ended March 31
                                                     2021                    2020
GRANITE program external expenses              $           2,564       $           2,205
SLATE program external expenses                            1,102                   2,051
BiSAb program external expenses                              717                     621
CORAL program external expenses                              730                       -
Other program external research and
development expenses                                       7,498                   5,631
Personnel-related expenses (1)                             8,035                   7,861
Other unallocated research and development
expenses                                                   4,210                   4,099

Total research and development expenses $ 24,856 $ 22,468

(1) Personnel-related expenses include stock-based compensation expense of $1.5

million and $1.0 million, respectively, for the three months ended March 31,

2021 and 2020.

We do not track internal related expenses on a program-by-program basis because our research and



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development employees and infrastructure resources are utilized across our development programs.

General and Administrative Expenses

Our general and administrative expenses consist primarily of salaries and related costs, including payroll taxes, benefits, non-cash stock-based compensation and travel. Other general and administrative expenses include legal costs of pursuing patent protection of our intellectual property, and professional service fees for auditing, tax and general legal services. We expect our general and administrative expenses to continue to increase in the future as we expand our operating activities and prepare for potential commercialization of our current and future product candidates, increase our headcount and support our operations as a public company, including increased expenses related to legal, accounting, regulatory and tax-related services associated with maintaining compliance with requirements of the Nasdaq Global Select Market and the SEC, directors and officers liability insurance premiums and investor relations activities. Allocated expenses consist of rent expenses related to our office and research and development facilities, depreciation and other allocated costs not otherwise included in research and development expenses.

Interest Income, Net

Interest income, net, consists primarily of interest income and investment income earned on our cash, cash equivalents and marketable securities.

Results of Operations

Comparison of the Three Months Ended March 31, 2021 and 2020



The following table sets forth the significant components of our results of
operations (in thousands):



                                        Three Months Ended March 31,
                                         2021                 2020            Change
Revenues:
Collaboration and license revenues   $      39,693       $         1,262     $ 38,431
Total revenues                              39,693                 1,262       38,431
Operating expenses:
Research and development                    24,856                22,468        2,388
General and administrative                   6,941                 5,465        1,476
Total operating expenses                    31,797                27,933        3,864
Income (loss) from operations                7,896               (26,671 )     34,567
Interest income, net                            27                   465         (438 )
Net income (loss)                    $       7,923       $       (26,206 )   $ 34,129

Collaboration and License Revenues

Collaboration and license revenues from our collaboration arrangements were $39.7 million and $1.3 million for the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021, we recorded $38.6 million in license revenue and $0.3 million in collaboration revenue related to the Gilead Collaboration Agreement and $0.7 million in collaboration revenue related to the bluebird Collaboration Agreement. During the three months ended March 31, 2020, collaboration revenue was $1.3 million, primarily related to the bluebird Collaboration Agreement. See Note 8 to our condensed consolidated financial statements for additional information.

Research and Development Expenses

Research and development expenses were $24.9 million and $22.5 million for the three months ended March 31, 2021 and 2020, respectively.



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The increase of $2.4 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily due to increases of $2.8 million in milestone and license payments and $0.4 million in personnel-related expenses, offset by a decrease of $0.8 million in laboratory supplies.

General and Administrative Expenses

General and administrative expenses were $6.9 million for the three months ended March 31, 2021 compared to $5.4 million for the three months ended March 31, 2020. The increase of $1.5 million was primarily attributable to an increase in outside services.

Interest Income, Net

Interest income, net was immaterial for the three months ended March 31, 2021 compared to $0.5 million for the three months ended March 31, 2020. The income for both periods represents interest and investment income from cash, cash equivalents and marketable securities. The decrease of $0.4 million was due to a lower average cash, cash equivalents and marketable securities balance in 2021 than in 2020.

Liquidity and Capital Resources

Sources of Liquidity

From our inception through March 31, 2021, we have funded our operations primarily through sales of our convertible preferred stock, sales of our common stock in public offerings and under our ATM Offering Program, the private placement of our common stock and pre-funded warrants, as well as the proceeds from the bluebird Collaboration Agreement and the Gilead Collaboration Agreement.

In October 2018, we completed our initial public offering by issuing 6,854,202 shares of our common stock, including 187,535 shares sold pursuant to the underwriters' partial exercise of their option to purchase additional shares, at an offering price of $15.00 per share, for net proceeds of approximately $92.5 million, after deducting underwriting discounts and commissions and offering costs.

In April 2019, we completed an underwritten public offering and sold and issued an aggregate of 6,500,000 shares of common stock at a price to the public of $11.50 per share. We received aggregate net proceeds from the offering of approximately $69.7 million, after deducting underwriting discounts and commissions and offering costs.

In October 2019, we filed the Shelf Registration Statement, covering the offering of up to $250.0 million of common stock, preferred stock, debt securities, warrants and units, including the sale and issuance of up to $75.0 million in shares of our common stock to be issued from time to time in our ATM Offering Program pursuant to the Sales Agreement with Cowen. The Shelf Registration Statement was declared effective by the SEC on November 8, 2019. Through March 31, 2021, we have received aggregate proceeds from our ATM Offering Program of $13.4 million, net of commissions and offering costs. We have $60.7 million available under the Shelf Registration Statement for our ATM Offering Program as of March 31, 2021.

In December 2020, we entered into private placement transactions with certain existing and new investors, pursuant to which we sold (i) an aggregate of 5,543,351 shares of common stock at a per share purchase price of $3.34, (ii) pre-funded warrants to purchase an aggregate of 27,480,719 shares of common stock at a price per warrant share of $3.33 per share of common stock (with an exercise price of $0.01 per share), and (iii) an aggregate of 4,043,127 shares of common stock at a per share purchase price of $3.71. The aggregate gross cash proceeds to Gritstone for the securities sold in these private placements was $125.0 million, and related costs were $5.2 million. In January 2021, in connection with these private placements, we filed with the SEC a prospectus supplement to our shelf registration statement on Form S-3 in order to register for resale the shares of common stock sold in these transactions. In addition, the shelf registration statement on Form S-3 that we filed with the SEC covers the offering of common stock, preferred stock, debt securities, warrants and units.

As of March 31, 2021, we had cash, cash equivalents and marketable securities of $198.0 million and an accumulated deficit of $318.4 million, compared to cash, cash equivalents, and marketable securities of $171.1 million and an accumulated deficit of $326.3 million as of December 31, 2020.

Additionally, we do not expect positive cash flows from operations in the foreseeable future. Historically, we have incurred operating losses as a result of ongoing efforts to develop our cancer immunotherapy candidates,



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including conducting ongoing research and development, clinical and preclinical studies and providing general and administrative support for these operations. We expect to continue to incur net operating losses for at least the next several years as we advance the SLATE, GRANITE, BiSAb and CORAL programs and any future product candidates through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization, continue our research and development efforts and invest in our manufacturing facility.

Future Funding Requirements

We do not have any products approved for sale, and we do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our current and future product candidates and/or enter into additional significant collaboration agreements with third parties, and we do not know when, or if, either will occur. We expect to continue to incur significant losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our current and future product candidates, and begin to commercialize any approved products. We are subject to all the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Moreover, we expect to incur additional costs associated with operating as a public company. We anticipate that we will need substantial additional funding in connection with our continuing operations.

Until we can generate a sufficient amount of revenue from the commercialization of our tumor-specific immunotherapy product candidates or from additional significant collaboration or license agreements with third parties, if ever, we expect to finance our future cash needs through public or private equity offerings or debt financings. Additional capital may not be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our current or future product candidates. If we raise additional funds by issuing equity or convertible debt securities, it could result in dilution to our existing stockholders and increased fixed payment obligations. In addition, as a condition to providing additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. If we incur indebtedness, we could become subject to covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collaborations we enter into with third parties may provide capital in the near term, but we may have to relinquish valuable rights to our product candidates or grant licenses on terms that are not favorable to us. Any of the foregoing could significantly harm our business, financial condition and prospects.

Since our inception, we have incurred significant losses and negative cash flows from operations. We have an accumulated deficit of $318.4 million through March 31, 2021. We expect to incur substantial additional losses in the future as we conduct and expand our research and development activities. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to enable us to fund our projected operations through at least the next twelve (12) months from the date of this Quarterly Report on Form 10-Q. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including:





        •  the scope, progress, results and costs of developing our tumor-specific
           immunotherapy product candidates, and conducting preclinical studies
           and clinical trials, including our Phase 1/2 clinical trial of GRANITE,
           which we initiated in the fourth quarter of 2018;




        •  the scope, progress, results and costs of conducting studies and
           clinical trials for our SLATE product candidate series, including the
           Phase 1/2 clinical trial for SLATE, which we initiated in the third
           quarter of 2019;




        •  the scope, progress, results, and costs of conducting drug discovery,
           preclinical studies and clinical trials for our BiSAb program;




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        •  potential delays in our ongoing clinical trials as a result of the
           COVID-19 pandemic;




        •  the timing of, and the costs involved in, obtaining regulatory
           approvals for our tumor-specific immunotherapy product candidates;




        •  the number and characteristics of any additional product candidates we
           develop or acquire;




        •  the timing and amount of any milestone, royalty or other payments we
           are required to make pursuant to any current or future collaboration or
           license agreements;




        •  the cost of manufacturing our tumor-specific immunotherapy product
           candidates we successfully commercialize, including the cost of scaling
           up our internal manufacturing operations;




        •  the cost of building a sales force in anticipation of product
           commercialization;




        •  the cost of commercialization activities, including building a
           commercial infrastructure, marketing, sales and distribution costs;




        •  our ability to maintain existing, and establish new, strategic
           collaborations, licensing or other arrangements and the financial terms
           of any such agreements, including the timing and amount of any future
           milestone, royalty or other payments due under any such agreement;



• any product liability or other lawsuits related to our products;

• the costs to attract, hire and retain skilled personnel;

• the costs associated with being a public company;






        •  the costs involved in preparing, filing, prosecuting, maintaining,
           defending and enforcing our intellectual property portfolio; and




        •  the timing, receipt and amount of sales of any future approved
           products, if any.

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will need additional funds to meet operational needs and capital requirements associated with such operating plans.

Cash Flows

The following table sets forth a summary of the primary sources and uses of cash for each of the periods presented below (in thousands):





                                                     Three Months Ended March 31,
                                                       2021                 2020

Cash provided by (used in) operating activities $ 10,654 $ (22,977 ) Cash provided by (used in) investing activities (89,600 )

             14,774
Cash provided by financing activities                     17,395                5,655

Net decrease in cash and cash equivalents $ (61,551 ) $ (2,548 )

Cash Provided by (Used in) Operating Activities

During the three months ended March 31, 2021, cash provided by operating activities was $10.7 million, which consisted of net income of $7.9 million, adjusted by non-cash charges of $5.8 million and net changes in our operating assets and liabilities of $3.0 million. The non-cash charges consisted primarily of depreciation and amortization expense of $1.6 million, stock-based compensation of $2.2 million and non-cash operating lease expense of $1.9 million. The change in our operating assets and liabilities was primarily due to increases $1.6



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million in accounts payable and $0.5 million in accrued research and development, offset by decreases of $2.0 million in lease liability, $2.5 million in accrued compensation, $0.5 million in deferred revenue and an increase of $0.2 million in prepaid expenses and other current assets.

During the three months ended March 31, 2020, cash used in operating activities was $23.0 million, which consisted of a net loss of $26.2 million, adjusted by non-cash charges of $5.0 million and changes in our operating assets and liabilities of $1.8 million. The non-cash charges consisted primarily of depreciation and amortization expense of $1.6 million, stock-based compensation of $1.6 million, and non-cash operating lease expense of $1.9 million, offset by $0.1 million net amortization of premiums and discounts on marketable securities. The change in our operating assets and liabilities was primarily due to a decrease of $1.8 million in accrued compensation, a decrease of $0.9 million in deferred revenue as a result of revenue recognized during the three months ended March 31, 2020, and a decrease of $0.5 million in the lease liability as a result of lease payments made, offset by an increase of $0.5 million in accrued research and development and an increase of $0.9 million in accounts payable.

Cash Provided by (Used in) Investing Activities

During the three months ended March 31, 2021, cash used in investing activities was $89.6 million, which consisted of $89.6 million in purchases of marketable securities and $1.0 million of capital expenditures to purchase property and equipment, offset by $1.0 million in proceeds from the maturity of marketable securities.

During the three months ended March 31, 2020, cash provided by investing activities was $14.8 million, which consisted of $17.2 million in proceeds from the maturity of marketable securities and $3.0 million in proceeds from sales of marketable securities, offset by $3.8 million in purchases of marketable securities and $1.6 million of capital expenditures to purchase property and equipment.

Cash Provided by Financing Activities

During the three months ended March 31, 2021, cash provided by financing activities was $17.4 million, which primarily consisted of $21.2 million in proceeds from the issuance of common stock under the Gilead Stock Purchase Agreement, $0.3 million in proceeds from the issuance of common stock under the employee stock purchase plan and $1.8 million in proceeds from the exercise of stock options, offset by $5.9 million in financing and offering costs.

During the three months ended March 31, 2020, cash provided by financing activities was $5.7 million, which primarily consisted of proceeds from the issuance of common stock through the ATM Offering Program.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements, as defined under U.S. Securities and Exchange Commission rules.

Contractual Obligations and Commitments



The following table summarizes our contractual obligations as of March 31, 2021
(in thousands):



                                            Payments Due by Period
                                     Less than        1-3         3-5        More than
                        Total         1 Year         Years       Years        5 Years

Operating leases (1) $ 31,199 $ 5,913 $ 9,295 $ 5,915 $ 10,076 Total obligations $ 31,199 $ 5,913 $ 9,295 $ 5,915 $ 10,076

(1) See Note 6 to our condensed consolidated financial statements.

We are party to license agreements pursuant to which we have in-licensed various intellectual property rights. The license agreements obligate us to make certain milestone payments related to achievement of specified events, as well as royalties in the low-single digits based on sales of licensed products. In September 2018, we made a milestone payment of $2.5 million pursuant to a license agreement with Arbutus. In August 2019, following the initial patient treatment of SLATE, we recorded $3.0 million as research and development expense in connection with the milestone. During the three months ended March 31, 2021 and 2020, no royalties were due from the sales of licensed products. The table above does not include any milestone or royalty payments to the counterparties to



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these agreements as the amounts, timing and likelihood of such payments are not known. See Note 8 to our condensed consolidated financial statements for additional information.

In September 2017, we entered into a contract research and development agreement with a third party CRO to provide research, analysis and antibody samples to further the development of our personalized immunotherapy candidate in the treatment of cancer. During the three months ended March 31, 2021, we had immaterial research and development expense under the agreement. We had no research and development expense under the agreement during the three months ended March 31, 2020. We are also obligated to pay the CRO certain milestone payments of up to $36.4 million on achievement of specified events. None of these events had occurred as of March 31, 2021 or 2020. However, we are unable to estimate the timing or likelihood of achieving the milestones and, therefore, any related payments are not included in the table above.

In May 2019, we entered into a contract research and testing agreement with a third party CRO to provide antibody discovery related services. No research and development expense was recorded under the agreement during the three months ended March 31, 2021. During the three months ended March 31, 2020, we recognized an insignificant amount of research and development expense under the agreement. We are also obligated to pay the CRO certain milestone payments of up to $34.8 million on achievement of specified events. None of these events had occurred as of March 31, 2021 or 2020. However, we are unable to estimate the timing or likelihood of achieving the milestones and, therefore, any related payments are not included in the table above.

We enter into contracts in the normal course of business with CROs for clinical trials and CMOs for clinical supply manufacturing and with vendors for preclinical research studies and other services and products for operating purposes, which generally provide for termination within 30 days of notice, and therefore are cancelable contracts and not included in the table above.

Critical Accounting Policies and Use of Estimates

This discussion and analysis of financial condition and results of operation is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to preclinical study trial accruals, fair value of assets and liabilities, and the fair value of common stock and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

There have been no changes to our critical accounting policies since we filed our Annual Report on Form 10-K for the year ended December 31, 2020 with the SEC on March 11, 2021. For a description of our critical accounting policies, please refer to our Annual Report on Form 10-K we filed with the SEC on March 11, 2021.

Recent Accounting Pronouncements

Refer to "Note 2. Summary of Significant Accounting Policies" in the notes to our unaudited interim condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10­Q, for a discussion of recent accounting pronouncements.




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