The following discussion of the financial condition and results of operations of
Kura Oncology, Inc. should be read in conjunction with the financial statements
and the notes to those statements appearing in this Annual Report. Some of the
information contained in this discussion and analysis or set forth elsewhere in
this Annual Report, including information with respect to our plans and strategy
for our business, includes forward-looking statements that involve risks,
assumptions and uncertainties. Important factors that could cause actual results
to differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis
include, but are not limited to, those set forth in "Item 1A. Risk Factors" in
this Annual Report. All forward-looking statements included in this Annual
Report are based on information available to us as of the time we file this
Annual Report and, except as required by law, we undertake no obligation to
update publicly or revise any forward-looking statements. For the comparison of
the financial results for the fiscal years ended December 31, 2019 and 2018, see
Item 7, Management's Discussion and Analysis of Financial Condition and Results
of Operations, in our   Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, filed with the SEC on February   25, 2020.

References to "Kura Oncology, Inc.," "we," "us" and "our" refer to Kura Oncology, Inc.

Overview



We are a clinical-stage biopharmaceutical company committed to realizing the
promise of precision medicines for the treatment of cancer. Our pipeline
consists of small molecule product candidates that target cancer signaling
pathways where there is a strong scientific and clinical rationale to improve
outcomes, and we intend to pair them with molecular or cellular diagnostics to
identify those patients most likely to respond to treatment. We presently have
two clinical-stage product candidates for which we own global commercial rights,
tipifarnib and KO-539, as well as additional programs that are at a discovery
stage. We plan to advance our product candidates through a combination of
internal development and strategic partnerships while maintaining significant
development and commercial rights.

Our first product candidate, tipifarnib, is a potent, selective and orally
bioavailable inhibitor of farnesyl transferase that has been previously studied
in more than 5,000 cancer patients and demonstrated compelling and durable
anti-cancer activity in certain patients with a manageable side effect profile.
We are currently evaluating tipifarnib in multiple solid tumor and hematologic
indications.

Our most advanced solid tumor indication for tipifarnib is in patients with head
and neck squamous cell carcinoma, or HNSCC, that carry mutations in the HRAS
gene. In September 2017, we reported that our ongoing proof-of-concept Phase 2
clinical trial of tipifarnib in patients with HRAS mutant relapsed or refractory
HNSCC, or RUN-HN, achieved its primary efficacy endpoint. In October 2018, we
reported updated data from RUN-HN showing a significant association between
tumor HRAS mutant allele frequency and clinical benefit from tipifarnib. Based
upon these observations, we introduced a minimum HRAS mutant variant allele
frequency as an entry criterion in the RUN-HN trial. Following feedback from the
U.S. Food and Drug Administration, or the FDA, and other regulatory authorities,
we initiated a global, multi-center, open-label, non-comparative
registration-directed clinical trial of tipifarnib in HRAS mutant HNSCC in
November 2018. The clinical trial has two cohorts: a treatment cohort, which we
call AIM-HN, and a non-interventional screening and outcomes cohort, which we
call SEQ-HN. AIM-HN is designed to enroll at least 59 evaluable HNSCC patients
with high HRAS mutant variant allele frequency who have received prior
platinum-based therapy. In October 2019, we reported updated data from the
ongoing RUN-HN trial that we believe confirms the association between HRAS
mutant variant allele frequency and anti-tumor activity, and we believe further
supports the design of our amended AIM-HN registration-directed trial in HRAS
mutant HNSCC. On December 16, 2019, we reported that the FDA granted Fast Track
Designation to tipifarnib for the treatment of patients with HRAS mutant HNSCC
after progression on platinum therapy. On May 29, 2020, we announced updated
clinical data for our RUN-HN study presented at the American Society of Clinical
Oncology Virtual Scientific Program, including data collected as part of the
trial showing a median overall survival of 15.4 months, a median progression
free survival of 5.9 months and an objective response rate, or ORR, of 50%
observed in patients with recurrent/metastatic HRAS mutant HNSCC among the 18
patients on the RUN-HN study who were evaluable for efficacy.

In July 2020, we amended the AIM-HN trial protocol to enable enrollment of
patients with any HRAS mutation in order to assess the potential for clinical
benefit in the overall HRAS mutant HNSCC population. We also introduced a number
of modifications to the protocol that seek to enable us to enroll patients in
the study more efficiently as well as modifications that we believe better
reflected the evolving standards of care for recurrent/metastatic HNSCC. While
these amendments do not change the primary outcome measure of ORR in patients
with high HRAS mutant variant allele frequency, the modifications will require
us to enroll an increased number of evaluable HNSCC patients. As a result of the
pandemic caused by the coronavirus disease 2019, or COVID-19, and the additional
patients required for the trial, we



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anticipate we will face delays in our timelines and milestones for the AIM-HN
trial and, accordingly, are unable to reasonably forecast when our AIM-HN trial
will become fully enrolled.

On February 24, 2021, we announced that tipifarnib has been granted Breakthrough
Therapy Designation from the FDA for the treatment of patients with recurrent or
metastatic HRAS mutant head and neck squamous cell carcinoma with variant allele
frequency ? 20% after disease progression on platinum-based chemotherapy. The
Breakthrough Therapy Designation is based upon data from our Phase 2 RUN-HN
trial, which has been accepted for publication in an upcoming issue of the
Journal of Clinical Oncology.

In addition to evaluating tipifarnib as a monotherapy in patients with recurrent
or metastatic HRAS mutant HNSCC, we have also been evaluating the use of
tipifarnib in combination with other oncology therapeutics to address larger
patient populations and to pursue earlier lines of therapy. Among these
potential combinations, we have prioritized the combination of tipifarnib and an
inhibitor of the PI3 Kinase alpha enzyme for clinical evaluation in patients
with HNSCC. In particular, we are planning to commence a Phase 1/2 open-label,
biomarker-defined cohort study in the second half of 2021 to evaluate the safety
and tolerability of the combination, determine the recommended dose and schedule
for the combination, and assess early antitumor activity of tipifarnib and a PI3
kinase alpha inhibitor for the treatment of adult participants who have
HRAS-overexpressing, PIK3CA-mutated and/or PIK3CA-amplified HNSCC.

While we believe tipifarnib has potential to modulate the CXCR4-expressing
primary tumor cells in AITL, PTCL and other diseases such as relapsed or
refractory acute myeloid leukemia, or AML, chronic myelomonocytic leukemia, or
CMML, diffuse large B-cell lymphoma, cutaneous T-cell lymphoma and pancreatic
cancer, we suspended the initiation of a planned registration directed study for
tipifarnib in T-cell lymphoma and of a planned Phase 2 clinical trial for
tipifarnib in pancreatic cancer as a result of a strategic review conducted in
the Spring of 2020. We have continued preclinical work to validate tipifarnib in
the CXCR4 receptor pathway and to assess the timing and strategy for further
development.

Our second product candidate, KO-539, is a potent, selective, reversible and
oral small molecule inhibitor of the mixed-lineage leukemia 1, or MLL1, gene
(now renamed Lysine K-specific Methyltransferase 2A, or KMT2A), or menin-KMT2A,
protein-protein interaction. We have generated preclinical data that support the
potential anti-tumor activity of KO-539 in genetically defined subsets of acute
leukemia, including those with rearrangements or partial tandem duplications in
the KMT2A gene as well as those with oncogenic driver mutations in genes such as
nucleophosmin 1, or NPM1. The novel mechanism of action targets epigenetic
dysregulation and removes a key block to cellular differentiation to drive
anti-tumor activity. We believe KO-539 has the potential to address
approximately 35% of acute myeloid leukemia, or AML, including NPM1-mutant AML
and KMT2A-rearranged AML. In the pediatric population,
KMT2A-rearranged leukemias make up approximately 10% of acute leukemias in all
age groups and in the case of infant leukemias, the frequency
of KMT2A rearrangements is 70-80%. These pediatric leukemia sub-types portend a
poorer prognosis and five-year survival rate that is lower than other leukemia
sub-types and therefore represent significant unmet medical needs given the lack
of curative therapeutic options. In April 2020, a competitor reported that its
menin-KMT2A inhibitor showed potential anti-tumor activity in KMT2A-rearranged
AML.

We received orphan drug designation for KO-539 for the treatment of acute
myeloid leukemia, or AML, from the FDA in July 2019. We initiated our Phase 1/2
clinical trial of KO-539 in relapsed or refractory AML in September 2019 and are
actively recruiting at multiple sites in the United States and France with the
anticipation of expanding to additional sites in the United States, France and
other countries during the expansion phase of the study. Our menin-KMT2A Phase
1/2 clinical trial, which we call the Kura Oncology MEnin-KMT2A Trial, or
KOMET-001, has an accelerated design and seeks to determine a recommended Phase
2 dose and schedule, or RP2D, using a modified toxicity probability interval, or
MTPI, model.

On December 5, 2020, we announced preliminary results from our KOMET-001 Phase
1/2 clinical trial at an oral presentation at the 2020 American Society of
Hematology, or ASH. As of the data cutoff date for the ASH presentation,
November 2, 2020, the trial had enrolled 12 patients with relapsed or refractory
AML, of whom ten were evaluable for safety and tolerability and eight were
evaluable for efficacy. Clinical or biological activity was reported in six of
the eight efficacy-evaluable patients, including two patients achieving a
complete remission, one patient achieving a morphological leukemia-free state,
and one patient experiencing a marked decrease in hydroxyurea requirements and
having attained peripheral blood count stabilization. As presented at
ASH, KO-539 has been well tolerated with a manageable safety profile to date. As
of the data cutoff date, no drug discontinuations due to treatment-related
adverse events and no evidence of QTc prolongation were reported. Treatment
related adverse effects (grade ? 3) were reported to include pancreatitis,
increased lipase, decreased neutrophil count, tumor lysis syndrome and deep
venous thrombosis.



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On February 24, 2021, we reported that we completed the 600 mg dose cohort of
KOMET-001 without determining a RP2D and we are currently evaluating an 800 mg
dose cohort. We also indicated that, based on guidance we received from the FDA,
we may seek to determine a minimum safe and biologically effective dose for use
in the Phase 2 portion of KOMET-001 by initiating Phase 1 expansion cohorts at
lower doses in parallel to continuing the Phase 1 dose escalation portion of the
study. Initiating Phase 1 expansion cohorts at lower doses requires a protocol
amendment and additional patient recruitment.

Liquidity Overview



As of December 31, 2020, we had cash, cash equivalents and short-term
investments of $633.3 million. In December 2020 and May 2020, we completed
public offerings that resulted in net proceeds to us, after deducting
underwriting discounts, commissions and offering expenses, of approximately
$324.1 million and $134.9 million, respectively. We have an at-the-market
issuance sales agreement with SVB Leerink LLC and Stifel, Nicolaus & Company,
Incorporated, or ATM facility, under which we may offer and sell, from time to
time, at our sole discretion, shares of our common stock having an aggregate
offering price of up to $75.0 million. We have not yet sold any shares of our
common stock under the ATM facility. To date, we have not generated any revenues
from product sales, and we do not have any approved products. Since our
inception, we have funded our operations primarily through equity and debt
financings. We anticipate that we will require significant additional financing
in the future to continue to fund our operations as discussed more fully below
under the heading "Liquidity and Capital Resources."

Financial Operations Overview

Research and Development Expenses



We focus on the research and development of our product programs. Our research
and development expenses consist of costs associated with our research and
development activities including salaries, benefits, share-based compensation
and other personnel costs, clinical trial costs, manufacturing costs for
non-commercial products, fees paid to external service providers and
consultants, facilities costs and supplies, equipment and materials used in
clinical and preclinical studies and research and development. All such costs
are charged to research and development expense as incurred. Payments that we
make in connection with in-licensed technology for a particular research and
development project that have no alternative future uses in other research and
development projects or otherwise and therefore, no separate economic values,
are expensed as research and development costs at the time such costs are
incurred. As of December 31, 2020, we have no in-licensed technologies that have
alternative future uses in research and development projects or otherwise.

We cannot determine with certainty the timing of initiation, the duration or the
completion costs of current or future preclinical studies and clinical trials of
our product candidates. At this time, due to the inherently unpredictable nature
of preclinical and clinical development, we are unable to estimate with any
certainty the costs we will incur and the timelines we will require in the
continued development of our product candidates and our other pipeline programs.
Clinical and preclinical development timelines, the probability of success and
development costs can differ materially from expectations. Our future research
and development expenses will depend on the preclinical and clinical success of
each product candidate that we develop, as well as ongoing assessments of the
commercial potential of such product candidates. In addition, we cannot forecast
which product candidates may be subject to future collaborations, when such
arrangements will be secured, if at all, and to what degree such arrangements
would affect our development plans and capital requirements.

Completion of clinical trials may take several years or more, and the length of
time generally varies according to the type, complexity, novelty and intended
use of a product candidate. The cost of clinical trials may vary significantly
over the life of a project as a result of differences arising during clinical
development, including, among others:

• managing the impact of COVID-19 pandemic and related precautions on the


        operation of our clinical trials;


  • per patient clinical trial costs;


  • the number of clinical trials required for approval;


  • the number of sites included in the clinical trials;


  • the length of time required to enroll suitable patients;


  • the number of doses that patients receive;


  • the number of patients that participate in the clinical trials;




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  • the drop-out or discontinuation rates of patients;


  • the duration of patient follow-up;

• potential additional safety monitoring or other studies requested by

regulatory agencies;

• the number and complexity of analyses and tests performed during the


        clinical trial;


  • the phase of development of the product candidate; and


  • the efficacy and safety profile of the product candidate.

General and Administrative Expenses



General and administrative expenses consist primarily of salaries, benefits,
share-based compensation and other personnel costs for employees in executive,
finance, business development and support functions. Other significant general
and administrative expenses include the costs associated with obtaining and
maintaining our patent portfolio, professional services for audit, legal,
pre-commercial planning, investor and public relations, corporate activities and
allocated facilities.

Other Income (Expense)

Other income (expense) consists primarily of management fee income, interest
income and interest expense. Management fee income is earned in accordance with
the management services agreement, as amended, with Araxes Pharma LLC. Interest
expense mainly consists of interest on long-term debt.

Income Taxes

We have incurred net losses and have not recorded any U.S. federal or state income tax benefits for the losses as they have been offset by valuation allowances.

Results of Operations

Comparison of Fiscal Years Ended December 31, 2020 and 2019



The following table sets forth our results of operations for the years
presented, in thousands:



                                         Years Ended December 31,
                                          2020               2019          Change

Research and development expenses $ 60,397 $ 47,826 $ 12,571 General and administrative expenses 31,502

             19,653       11,849
Other income, net                            2,274              4,339       (2,065 )




Research and Development Expenses. The following table illustrates the
components of our research and development expenses for the years presented, in
thousands:



                                           Years Ended December 31,
                                            2020               2019          Change
Tipifarnib-related costs                $     26,025       $     26,517     $   (492 )
KO-539-related costs                           6,629              2,496        4,133
KO-947-related costs                           2,301              3,416       (1,115 )
Discovery stage programs                       2,255                318        1,937
Personnel costs and other expenses            19,227             11,652     

7,575


Share-based compensation expense               3,960              3,427     

533

Total research and development expenses $ 60,397 $ 47,826 $ 12,571








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The increase in KO-539-related research and development expenses for the year
ended December 31, 2020 compared to 2019 was primarily due to increases in costs
related to our Phase 1/2 clinical trial of KO-539 which was initiated in
September 2019 and manufacturing development activities. The increase in
discovery stage programs for the year ended December 31, 2020 compared to 2019
was primarily due to increased research activities for new programs. The
increase in personnel costs and other expenses for the year ended December 31,
2020 compared to 2019 was to support our registration-directed clinical trial of
tipifarnib and the Phase 1/2 clinical trial of KO-539. Personnel costs and other
expenses include employee salaries and related expenses, facilities expense and
overhead expenses. We expect our research and development expenses to increase
in future periods as we continue clinical development activities for tipifarnib
and KO-539.

General and Administrative Expenses. The increase in general and administrative
expenses for the year ended December 31, 2020 compared to 2019 was primarily due
to increases of $2.9 million in each of non-cash share-based compensation
expense, pre-commercial planning expenses and personnel expenses and an increase
of $2.3 million in professional and legal services. We expect our general and
administrative expenses to increase in future periods to support our planned
increase in research and development activities.

Other income, net. The decrease in other income, net for the year ended December 31, 2020 compared to 2019 was primarily due to a decrease in interest income.

Liquidity and Capital Resources



Since our inception, we have funded our operations primarily through equity and
debt financings. We have devoted our resources to funding research and
development programs, including discovery research, preclinical and clinical
development activities.

In December 2020, we completed a public offering in which we sold an aggregate
of 9,326,500 shares of common stock at a price of $37.00 per share. Net proceeds
from the public offering, after deducting underwriting discounts, commissions
and offering expenses, were approximately $324.1 million.

In May 2020, we completed a public offering in which we sold an aggregate of
10,465,000 shares of common stock at a price of $13.75 per share. Net proceeds
from the public offering, after deducting underwriting discounts, commissions
and offering expenses, were approximately $134.9 million.

In March 2019, we entered into the ATM facility under which we may offer and
sell, from time to time, at our sole discretion, shares of our common stock
having an aggregate offering price of up to $75.0 million. We have not yet sold
any shares of our common stock under the ATM facility.

In November 2018, we entered into the SVB Loan Agreement, providing for up to
$20.0 million in a series of term loans. Upon entering into the SVB Loan
Agreement, we borrowed $7.5 million, or the Term Loan, the proceeds of which, in
part, were used to pay off the outstanding balance of the debt under the loan
and security agreement with Oxford Finance LLC and Silicon Valley Bank dated
April 27, 2016, as amended in May 2017 and October 2017, or the SVB-Oxford Term
Loan. Net proceeds from the Term Loan, after payoff of the SVB-Oxford Term Loan,
were approximately $0.6 million. Under the terms of the SVB Loan Agreement, we
could, at our sole discretion, borrow from the lender up to an additional $12.5
million by a specified date. The draw period for the additional loan expired in
November 2020 without us drawing down the additional loan. The Term Loan is
due on the scheduled maturity date of May 1, 2023, or Maturity Date. Repayment
of the Term Loan was interest only through November 30, 2020, followed by 30
equal monthly payments of principal plus accrued interest which commenced on
December 1, 2020. The per annum interest rate for the Term Loan is the greater
of (i) 5.50% and (ii) the sum of (a) the prime rate reported in The Wall Street
Journal plus (b) 0.25%. In addition, a final payment of 7.75% of the amount of
the Term Loan drawn will be due on the earlier of the Maturity Date,
acceleration or prepayment of the Term Loan. If we elect to prepay the Term
Loan, a prepayment fee equal to 1% of the then outstanding principal balance
also will be due. See Note 7, Long-Term Debt, in the Notes to Financial
Statements for further details of the term loan facility.

Our obligations under the SVB Loan Agreement are secured by substantially all of
our assets other than our intellectual property, but including proceeds from the
sale, licensing or other disposition of our intellectual property. Our
intellectual property is subject to negative covenants, which, among other
things, prohibit us from selling, transferring, assigning, mortgaging, pledging,
leasing, granting a security interest in or otherwise encumbering our
intellectual property, subject to limited exceptions.



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We have incurred operating losses and negative cash flows from operating
activities since inception. As of December 31, 2020, we had an accumulated
deficit of $302.5 million. We expect our expenses to increase in connection with
our ongoing activities, particularly as we continue the research and development
of, continue and initiate clinical trials of, and seek marketing approval for,
our product candidates. In addition, if we obtain marketing approval for any of
our product candidates, we expect to incur significant commercialization
expenses related to product sales, marketing, manufacturing and distribution to
the extent that such sales, marketing and distribution are not the
responsibility of potential collaborators. Furthermore, we expect to continue to
incur additional costs associated with operating as a public company.
Accordingly, we will need to obtain substantial additional funding in connection
with our continuing operations. If we are unable to raise capital when needed or
on attractive terms, we would be forced to delay, reduce or eliminate our
research and development programs or future commercialization efforts.

As of December 31, 2020, we had cash, cash equivalents and short-term
investments of $633.3 million. Based on our current plans, we believe that our
existing cash, cash equivalents and short-term investments will be sufficient to
enable us to fund our operating expenses and capital expenditure requirements
into 2024. Our future capital requirements will depend on many factors,
including:

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


        development, laboratory testing and clinical trials for our product
        candidates;

• the costs, timing and outcome of regulatory review of our product candidates;

• the costs of establishing or contracting for sales, marketing and

distribution capabilities if we obtain regulatory approvals to market our

product candidates;

• the costs of securing and producing drug substance and drug product

material for use in preclinical studies, clinical trials and for use as


        commercial supply;


    •   the costs of securing manufacturing arrangements for development
        activities and commercial production;

• the scope, prioritization and number of our research and development


        programs;


    •   the extent to which we are obligated to reimburse, or entitled to
        reimbursement of, clinical trial costs under future collaboration
        agreements, if any;

• the extent to which we acquire or in-license other product candidates and


        technologies;


    •   the success of our current or future companion diagnostic test
        collaborations for companion diagnostic tests; and

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

maintaining and enforcing our intellectual property rights and defending

intellectual property-related claims.




To date, we have not generated any revenues from product sales, and we do not
have any approved products. We do not know when, or if, we will generate any
revenues from product sales. We do not expect to generate significant revenues
from product sales unless and until we obtain regulatory approval of and
commercialize one of our current or future product candidates. We are subject to
all of the risks incident in the development of new therapeutic products, and we
may encounter unforeseen expenses, difficulties, complications, delays and other
unknown factors that may adversely affect our business. We anticipate that we
will need substantial additional funding in connection with our continuing
operations.

Until such time, if ever, as we can generate substantial product revenues, we
expect to finance our cash needs through a combination of stock offerings, debt
financings, collaborations, strategic partnerships or licensing arrangements. We
do not have any committed external source of funds. Additional capital may not
be available on reasonable terms, if at all. Subject to limited exceptions, our
term loan facility also prohibits us from incurring indebtedness without the
prior written consent of the Lender. To the extent that we raise additional
capital through the sale of stock or convertible debt securities, the ownership
interest of our stockholders will be diluted, and the terms of these securities
may include liquidation or other preferences that adversely affect the rights of
our common stockholders. Debt financing, if available, may involve agreements
that include increased fixed payment obligations and covenants limiting or
restricting our ability to take specific actions, such as incurring additional
debt, making capital expenditures, declaring dividends, selling or licensing
intellectual property rights and other operating restrictions that could
adversely impact our ability to conduct our business. If we raise additional
funds through collaborations, strategic partnerships or licensing arrangements
with third parties, we may have to relinquish valuable rights to our product
candidates, including our other technologies, future revenue streams or research
programs, or grant licenses on terms that may not be favorable to us. If we are
unable to raise additional funds when needed, we may be unable to carry out our
business plan. As a result, we may be required to delay, limit, reduce or
terminate our product development or future commercialization efforts or grant
rights to develop and commercialize our product candidates even if we would
otherwise prefer to develop and commercialize such product candidates ourselves,
and our business, financial condition and results of operations would be
materially adversely affected.



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The following table provides a summary of our net cash flow activities for the years presented, in thousands:





                                              Years Ended December 31,
                                                2020              2019         Change

Net cash used in operating activities $ (69,830 ) $ (54,760 )

$ (15,070 )
Net cash used in investing activities             (99,936 )       (46,325 )     (53,611 )
Net cash provided by financing activities         469,334         111,101       358,233




Operating Activities. The increase of $15.1 million in net cash used in
operating activities for the year ended December 31, 2020 compared to 2019 was
primarily due to the increase of $26.5 million in net loss, partially offset by
increases of $4.8 million in changes in accounts payable and accrued expenses,
$3.4 million in non-cash share-based compensation expense and $1.5 million in
amortization of premiums and accretion of discounts on marketable securities.

Investing Activities. The increase of $53.6 million in net cash used in
investing activities for the year ended December 31, 2020 as compared to 2019
was primarily due to an increase of $93.4 million in purchases of marketable
securities, partially offset by an increase of $42.0 million in maturities of
marketable securities.

Financing Activities. The increase of $358.2 million in net cash provided by
financing activities for the year ended December 31, 2020 compared to 2019 was
primarily due to increases of $351.2 million in proceeds from sale of common
stock  and $7.3 million in proceeds from exercise of stock options and purchases
under our employee stock purchase plan.

Contractual Obligations

The following is a summary of our significant contractual obligations as of December 31, 2020, in thousands:





                                                        Payments Due by Period
                                               Less than         1-3           3-5          More than
                                  Total         1 Year          Years         Years          5 Years
Long-term debt, including
current portion(1)              $   7,250     $     3,000     $   4,250     $       -     $           -
Interest payments on long-term
debt(2)                             1,086             327           759             -                 -
Operating leases(3)                 8,599           2,141         4,178         2,280                 -
Total                           $  16,935     $     5,468     $   9,187     $   2,280     $           -


______________________


  (1) Principal payments on our term loan facility with SVB.


    (2) Interest payments on our term loan facility with SVB. The per annum

interest rate for the Term Loan is the greater of (i) 5.50% and (ii) the


        sum of (a) the prime rate reported in The Wall Street Journal plus
        (b) 0.25%. The interest rate as of December 31, 2020 was 5.50%. In
        addition, a final payment of 7.75% of the amount of the Term Loan drawn
        will be due on the earlier of the maturity date, acceleration or
        prepayment of the Term Loan.

(3) Future minimum lease payments under our operating leases in San Diego,

California and Boston, Massachusetts.




We enter into agreements in the normal course of business with clinical sites
and CROs for clinical research studies, professional consultants and various
third parties for preclinical research studies, clinical supply manufacturing
and other services. The nature of the work being conducted under these
agreements is such that, in most cases, the services may be cancelled upon prior
notice. Payments due upon cancellation generally consist only of payments for
services provided and expenses incurred, including non-cancellable obligations
of our service providers, up to the date of cancellation. These payments are not
included in the table of contractual obligations above.

Excluded from the table above are milestone or contractual payment obligations
contingent upon the achievement of certain milestones or events if the amount
and timing of such obligations are unknown or uncertain. Our license agreements
are cancellable by us with written notice within 180 days or less. We may be
required to pay up to approximately $80.2 million in milestone payments, plus
sales royalties, in the event that regulatory and commercial milestones under
the in-license agreements are achieved.



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Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements, as defined by applicable
regulations of the SEC, that are reasonably likely to have a current or future
material effect on our financial condition, results of operations, liquidity,
capital expenditures or capital resources.

Critical Accounting Policies and Management Estimates



The SEC defines critical accounting policies as those that are, in management's
view, important to the portrayal of our financial condition and results of
operations and demanding of management's judgment. Management's discussion and
analysis of our financial condition and results of operations are based on our
financial statements, which have been prepared in accordance with U.S. generally
accepted accounting principles, or GAAP. The preparation of these financial
statements required estimates and judgments that affect the reported amounts of
assets, liabilities, and expenses and the disclosure of contingent assets and
liabilities in the financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to accrued expenses and
share-based compensation. We base our estimates on historical experience, known
trends and events, and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 2
in the Notes to Financial Statements of this Annual Report, we believe the
following accounting policies are critical to the judgments and estimates used
in the preparation of our financial statements.

Research and Development Expenses



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.
If the actual timing of the performance of services or the level of effort
varies from the estimate, we will adjust the accrual accordingly. Non-refundable
advance payments for goods and services, including fees for process development
or manufacturing and distribution of clinical supplies that will be used in
future research and development activities, are deferred and recognized as
expense in the period that the related goods are consumed or services are
performed. Payments that we make in connection with in-licensed technology for a
particular research and development project that have no alternative future
uses, in other research and development projects or otherwise, and therefore no
separate economic values are expensed as research and development costs at the
time such costs are incurred.

Clinical Trial Costs and Accruals



We accrue clinical trial costs based on work performed. In determining the
amount to accrue, we rely on estimates of total costs incurred based on
enrollment, the completion of clinical trials and other events. We follow this
method because we believe reasonably dependable estimates of the costs
applicable to various stages of a clinical trial can be made. However, the
actual costs and timing of clinical trials are highly uncertain, subject to
risks and may change depending on a number of factors. Differences between the
actual clinical trial costs and the estimated clinical trial costs that we have
accrued in any prior period are recognized in the subsequent period in which the
actual costs become known. Historically, our estimated accrued expenses have
approximated actual expenses incurred; however, material differences could occur
in the future.

Share-Based Payments

We account for share-based compensation expense related to stock options granted
to employees, members of our board of directors, and nonemployee consultants by
estimating the fair value of each stock option on the date of grant using the
Black-Scholes options-pricing model, or Black-Scholes model. The Black-Scholes
model requires the use of subjective assumptions, including fair value of the
underlying common stock, volatility, expected term, risk-free interest rate, and
the expected dividend yield. The fair value of awards expected to vest are
recognized and amortized on a straight-line basis over the requisite service
period of the award less actual forfeitures.

Recently Adopted Accounting Pronouncements

See Note 3, Recent Accounting Pronouncements, in the Notes to Financial Statements of this Annual Report.


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