Exhibit 99.1

Section

Page

1.	DEFINITIONS AND INTERPRETATIONS		1
2.	GRANT OF LICENSES		14
	2.1	Licenses and Rights to ICONIC	14
	2.2	ICONIC Antibodies	16
	2.3	No Implied Licenses	16
	2.4	[…***…] 1 Antibodies	16
3.	RESEARCH PROGRAM AND DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS		17
	3.1	Research Program	17
	3.2	Records and Reports	17
	3.3	Technology Transfer and Support by Zymeworks	17
	3.4	Development and Commercialization by ICONIC	18
	3.5	Co-Promotion Option	19
	3.6	Sequence Selection and Replacement	19
	3.7	Gatekeeping	20
	3.8	Lead Sequence and Linker-Cytotoxin Replacement	22
4.	FINANCIAL PROVISIONS		22
	4.1	Milestones	22
	4.2	Royalties On Licensed Product	24
	4.3	Partner Revenue Share	25
5.	REPORTS AND PAYMENT TERMS		26
	5.1	Payment Terms	26
	5.2	Payment Currency / Exchange Rate	27
	5.3	Taxes	27
	5.4	Records and Audit Rights	27
6.	INTELLECTUAL PROPERTY RIGHTS		28
	6.1	Ownership of Inventions	28
	6.2	Patent Prosecution and Maintenance	30
	6.3	Enforcement and Defense	31
	6.4	Trademark	33
7.	CONFIDENTIALITY		33
	7.1	Duty of Confidence	33
	7.2	Exceptions	34
	7.3	Authorized Disclosures	34
8.	PUBLICATIONS AND PUBLICITY		35

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Section

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	8.1	Publications	35
	8.2	Publicity	36
9.	TERM AND TERMINATION		36
	9.1	Expiration	36
	9.2	Termination for Convenience	36
	9.3	Termination for Patent Challenge	36
	9.4	Termination for Cause	37
10.	EFFECTS OF TERMINATION		37
	10.1	Termination of Agreement	37
	10.2	Survival	38
	10.3	Damages; Relief	38
	10.4	Bankruptcy Code	39
11.	REPRESENTATIONS AND WARRANTIES		39
	11.1	Representations and Warranties by Each Party	39
	11.2	Representations and Warranties by Zymeworks	39
	11.3	Representations and Warranties by ICONIC	40
	11.4	Limitation	40
	11.5	No Other Warranties	40
12.	INDEMNIFICATION AND LIABILITY		41
	12.1	Indemnification by Zymeworks	41
	12.2	Indemnification by ICONIC	41
	12.3	Indemnification Procedure	41
	12.4	Special, Indirect and Other Losses	42
	12.5	Insurance	42
13.	GENERAL PROVISIONS		42
	13.1	Assignment	42
	13.2	Severability	42
	13.3	Governing Law; English Language	43
	13.4	Dispute Resolution	43
	13.5	Force Majeure	44
	13.6	Waivers and Amendments	44
	13.7	Relationship of the Parties	45
	13.8	Notices	45
	13.9	Further Assurances	46
	13.10	Performance by Affiliates	46
	13.11	Compliance with Law	46
	13.12	No Third Party Beneficiary Rights	46
	13.13	Entire Agreement	46
	13.14	Counterparts	46
	13.15	Expenses	47

CONFIDENTIAL

TABLE OF CONTENTS

(Continued)

Section

Page

	13.16	Binding Effect	47
	13.17	Construction	47
	13.18	Cumulative Remedies	47
	13.19	Export	47
	13.20	Notification and Approval	47

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CONFIDENTIAL

LICENSE AGREEMENT

This LICENSE AGREEMENT (the “ Agreement ”), effective as of May 13, 2019 (the “ Effective Date ”), by and between ICONIC Therapeutics, Inc. , a Delaware corporation, having an address 442 Littlefield Avenue, South San Francisco, California 94080 USA (“ ICONIC ”) and ZYMEWORKS INC. , a corporation organized and existing under the laws of British Columbia, having an address at 540-1385 West 8th Avenue, Vancouver, BC, Canada V6H 3V9 (“ Zymeworks ”). Zymeworks and ICONIC are each referred to individually as a “ Party ” and together as the “ Parties ”.

BACKGROUND

A.            Zymeworks controls a proprietary conjugation, linker, and cytotoxic payload platform, which is known as the Zymeworks Platform (as defined below), for developing pharmaceutical drug-conjugate products.

B.            ICONIC controls proprietary Antibodies directed to a target of interest and is engaged in the research, development and commercialization of such proprietary Antibodies as Antibody-drug conjugate products.

C.            The Parties entered into that certain […***…] ² between the Parties dated […***…] ³ , as amended (the “[ …***…] ”) ⁴ pursuant to which […***…] ⁵ .

D.            ICONIC has exercised the option granted to it with respect to the Zymeworks Platform in accordance with that certain Option Agreement between the Parties dated June 25, 2018, as amended (the “ Option Agreement ”).

E.            ICONIC desires to obtain certain licenses under certain intellectual property controlled by Zymeworks to develop and commercialize Licensed Products (as defined below), and Zymeworks is willing to grant such rights, all on the terms and conditions as set forth below.

NOW THEREFORE , in consideration of the mutual covenants and agreements contained herein below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by both Parties, the Parties agree as follows:

1.            DEFINITIONS AND INTERPRETATIONS

Whenever used in this Agreement with an initial capital letter, the terms defined in this Article 1 and elsewhere in this Agreement, whether used in the singular or plural, shall have the meanings specified.

1.1            “ Acquiring Entity ” means a Third Party (a) that acquires in one transaction or a series of related transactions, direct or indirect beneficial ownership of more than fifty percent

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² Competitive Information – Other Commercially Sensitive Terms.

³ Competitive Information – Other Commercially Sensitive Terms.

⁴ Competitive Information – Other Commercially Sensitive Terms.

⁵ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

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CONFIDENTIAL

(50%) of the outstanding voting equity securities of Zymeworks (or an Affiliate of Zymeworks prior to such transaction), (b) that merges or consolidates with Zymeworks (or an Affiliate of Zymeworks prior to such transaction) such that such Third Party acquires direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the surviving entity immediately after such merger, reorganization or consolidation; or (c) to which Zymeworks transfers all or substantially all of Zymeworks’ assets to which this Agreement pertains in one transaction or a series of related transactions. Any such transaction or series of transactions is a “ Change of Control ”.

1.2            “ Affiliate ” means with respect to either Party, any Person controlling, controlled by or under common control with such Party, for so long as such control exists. For purposes of this Section 1.2 only, “control” means (i) direct or indirect ownership of fifty percent (50%) or more of the stock or shares having the right to vote for the election of directors of such corporate entity or (ii) the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

1.3            “ Annual Net Sales ” means all Net Sales of all Licensed Products throughout the Territory during a Calendar Year.

1.4            “ Antibody ” means any and all antibodies incorporating a Sequence.

1.5            “ Applicable Laws ” means all federal, state, local, national and supra-national laws, statutes, rules regulations and ordinances, including any rules, regulations, guidelines or requirements of Regulatory Authorities, national securities exchanges or securities listing organizations that may be in effect from time to time during the Term and applicable to a particular activity hereunder.

1.6            “ Back-up Linker-Cytotoxin ” means the Linker-Cytotoxin that is selected by ICONIC to be the Back-up Linker-Cytotoxin in accordance with Section 3.6.3.

1.7            “ Back-up Period ” means the period (a) commencing on the earlier of (i) […***…] ⁶ and (ii) […***…] ⁷ and (2) the Back-up Sequence and Back-up Linker-Cytotoxin, and (b) unless terminated earlier, expiring on the earlier of: […***…] ⁸ and (ii) substitution of the Back-up Sequence and Back-up Linker-Cytotoxin for the Lead Sequence and the Lead Linker-Cytotoxin in accordance with Section 3.8.

1.8            “ Back-up Product ” means any pharmaceutical product that contains: (a) an Antibody incorporating the Back-up Sequence and (b) the Back-up Linker-Cytotoxin.

1.9            “ Back-up Sequence ” means the Sequence that is selected by ICONIC to be the Back-up Sequence in accordance with Section 3.6.3 and is either (a) a Reserved Sequence or (b) a Sequence that is otherwise determined to be available in accordance with Section 3.7.

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⁶ Competitive Information – Other Commercially Sensitive Terms.

⁷ Competitive Information – Discovery Information and Technical Information.

⁸ Competitive Information – Discovery Information and Technical Information.

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1.10            “ Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York, U.S.A. are authorized or required by Applicable Law to remain closed.

1.11            “ BLA ” means a Biologics License Application filed pursuant to the requirements of the FDA under Section 351(k) of the PHS Act and 12 C.F.R., Section 601.2, to obtain regulatory approval for a Licensed Product in the United States, or the equivalent application or filing in another country or jurisdiction (as applicable).

1.12            “ Calendar Quarter ” means any respective period of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31 of any Calendar Year, except that the first Calendar Quarter will commence on the Effective Date and the last Calendar Quarter will end upon the end of the Term.

1.13            “ Calendar Year ” means each successive period of twelve (12) months commencing on January 1 and ending on December 31, except that the first Calendar Year will commence on the Effective Date and the last Calendar Year will end upon the end of the Term.

1.14            “ Clinical Trial ” means a Phase I Clinical Trial, Phase II Clinical Trial or Phase III Clinical Trial, or any post-approval human clinical trial, as applicable.

1.15            “ Commercial Sublicense ” means any written agreement between ICONIC and a Third Party that contains a grant of, or an option to grant, a sublicense under the Commercial License to sell one or more Licensed Products on such Third Party’s own behalf and book sales in any country (such Third Party, a “ Commercial Sublicensee ”).

1.16            “ Confidential Information ” means all proprietary information and Know-How that is generated by or on behalf of a Party under this Agreement or that one Party or any of its Affiliates or contractors has provided or otherwise made available to the other Party, whether made available orally, in writing, or in electronic form, including (a) such information or Know-How comprising or relating to concepts, discoveries, Inventions, data, designs or formulae arising from this Agreement and (b) any unpublished patent applications disclosed hereunder. Notwithstanding anything to the contrary herein, all Know-How comprising the Zymeworks Platform or Zymeworks Platform Improvements are the Confidential Information of Zymeworks, all Know-How comprising the ICONIC Antibody Improvements are the Confidential Information of ICONIC, and the existence and terms of this Agreement constitute Confidential Information of both of the Parties. For clarity, the results generated by or on behalf of ICONIC pursuant to the Research Program are the Confidential Information of ICONIC except to the extent that such results constitute Know-How comprising Zymeworks Platform Improvements.

1.17            “ Conjugate ” has the meaning ascribed to such definition in the […***…] ⁹ .

1.18            “ Conjugate Materials and Data ” means (a) the Conjugate, (b) the Material provided by Zymeworks to Iconic under the […***…] ¹⁰ , and (c) the Data.

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⁹ Competitive Information – Other Commercially Sensitive Terms.

¹⁰ Competitive Information – Other Commercially Sensitive Terms.

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1.19            “ Conjugate Technology ” has the meaning ascribed to such definition in the […***…] ¹¹ .

1.20            “ Control ” or “ Controlled ” means, with respect to any material, Know-How, or intellectual property right (including Patent Rights), that a Party (a) owns or (b) has a license to such material, Know-How, or intellectual property right and, in each case, has the power to grant to the other Party access, a license, or a sublicense (as applicable) to the same on the terms and conditions set forth in this Agreement without violating any obligations of the granting Party to a Third Party or subjecting the granting Party to any additional fee or charge. Notwithstanding anything to the contrary in this Agreement, the following shall not be deemed to be Controlled by Zymeworks: (i) any materials, Know-How or intellectual property right owned or licensed by any Acquiring Entity immediately prior to the effective date of the merger, consolidation or transfer making such Third Party an Acquiring Entity (except to the extent such Third Party had granted to or received from Zymeworks or any of its Affiliates rights to such materials, Know-How or intellectual property rights prior to the effective date of the merger, consolidation or transfer making such Third Party an Acquiring Entity), and (ii) any materials, Know-How or intellectual property right that any Acquiring Entity subsequently develops without accessing or practicing the Zymeworks Platform or any Zymeworks Intellectual Property.

1.21            “ Covered ” means, with respect to a Licensed Product in a particular country, that the manufacture, use, offer for sale, sale or importation of such Licensed Product, as applicable, in such country would, but for the licenses granted herein, infringe a Valid Patent Claim. “ Cover ” and “ Covering ” have correlative meanings.

1.22            “ Data ” has the meaning ascribed to such definition in the […***…] ¹² .

1.23            “ Directed To ” means, (a) with regard to a Sequence, that such Sequence binds directly to a Target; and (b) with regard to an Antibody, Research Product, Back-up Product or Licensed Product, that such Antibody, Research Product, Back-up Product, or Licensed Product binds directly to a Target and exerts diagnostic, prophylactic or therapeutic activity as a result of such binding or modifies the profile (e.g., pharmacokinetics, tissue penetration and distribution) of the Antibody, Research Product, Back-up Product or Licensed Product as a result of such binding, […***…] ¹³ , in either case available to ICONIC at the time of its submission of the Designation Notice for the applicable Sequence. When required grammatically, the defined term “Directed To” may be separated and shall have the same meaning set forth above; e.g., when discussing Targets To which an Antibody is Directed.

1.24            “ European Union ” means the European Union as it exists as of the Effective Date, together with any countries or territories that subsequently join the European Union. For clarity, any countries or territories that exit the European Union after the Effective Date shall remain part of the European Union for purposes of this Agreement. As of the Effective Date, the European Union includes the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,

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¹¹ Competitive Information – Other Commercially Sensitive Terms.

¹² Competitive Information – Other Commercially Sensitive Terms.

¹³ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

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Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom.

1.25            “ FDA ” means the United States Food and Drug Administration and any successor thereto.

1.26            “ Field ” means prophylactic and therapeutic uses in humans and excludes diagnostic uses.

1.27            “ First Commercial Sale ” means, with respect to a Licensed Product in any country in the Territory, the first sale, transfer or disposition for value or for end use or consumption of such Licensed Product, as applicable, in such country after Regulatory Approval has been received in such country.

1.28            “ GLP ” means good laboratory practices as set forth under Applicable Law, including as set forth in 21 C.F.R., Part 58.

1.29            “ ICONIC Antibody ” means (i) during Research Program Term, an Antibody that incorporates a Reserved Sequence, the Back-up Sequence, or the Lead Sequence, (ii) during the Back-up Period, an Antibody that incorporates the Back-up Sequence or the Lead Sequence; and (iii) during the remainder of the Term after expiration of the Research Program Term and the Back-up Period, any Antibody that incorporates the Lead Sequence.

1.30            “ ICONIC Antibody Improvement ” means any Invention that is an improvement to the composition of one or more Antibodies (including the Sequence contained therein) or to methods of making or using them, which improvement does not incorporate the Zymeworks Platform. For clarity, ICONIC Antibody Improvements shall not include methods of conjugating Antibodies.

1.31            “ ICONIC Co-Promotional IP ” means any and all Patent Rights and Know-How Controlled by ICONIC or its Affiliates as of the Effective Date or during the Term that is necessary or reasonably useful to Zymeworks in carrying out its Co-Promotion Activities.

1.32            “ IND ” means an investigational new drug application filed with the FDA or any similar application filed with a Regulatory Authority in a country other than the United States required to commence Clinical Trials of a pharmaceutical product .

1.33            “ Invention ” means any Know-How, composition of matter, article of manufacture or other subject matter, whether patentable or not, that is conceived or reduced to practice under and as a result of any work performed under or in connection with this Agreement, including any work performed pursuant to the Research Program.

1.34            “ Joint Invention ” means any Invention conceived or reduced to practice jointly by one or more employees of ICONIC or its Affiliate or a Third Party acting under authority of ICONIC or its Affiliate, on the one hand, and one or more employees of Zymeworks or its Affiliate or a Third Party acting under authority of Zymeworks or its Affiliate, on the other hand.

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For clarity, Joint Inventions exclude Zymeworks Platform Improvements and ICONIC Antibody Improvements.

1.35            “ Joint Patent Rights ” means all Patent Rights claiming a Joint Invention.

1.36            “ Know-How ” means all technical information, know-how, data, inventions, discoveries, trade secrets, specifications, instructions, processes, formulae, methods, protocols, expertise and other technology applicable to formulations, compositions or products or to their manufacture, development, registration, use or marketing or to methods of assaying or testing them, and all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing, preclinical and clinical data relevant to any of the foregoing. For clarity, Know-How excludes Patent Rights and materials.

1.37            “ Lead Linker-Cytotoxin ” means the Linker-Cytotoxin that is selected by ICONIC to be the Lead Linker-Cytotoxin in accordance with Section 3.6.2.

1.38            “ Lead Sequence ” means the Sequence that is selected by ICONIC to be the Lead Sequence in accordance with Section 3.6.2 and is either (i) a Reserved Sequence or (ii) a Sequence that is otherwise determined to be available in accordance with Section 3.7.

1.39            “ Licensed Antibody ” means any Antibody that incorporates the Lead Sequence.

1.40            “ Licensed Product ” means any pharmaceutical product, in any dosage form, formulation, presentation or package configuration that comprises the Licensed Antibody conjugated to the Lead Linker-Cytotoxin, whether alone or in combination with other active ingredients; provided that Licensed Products exclude products comprising Licensed Antibodies that bind to one or more targets in addition to the Target and that mediate their therapeutic effect in part through such binding to such additional targets.

1.41            “ Linker-Cytotoxin ” means Zymeworks’ proprietary ZymeLink™ (i) […***…] ¹⁴ or (ii) […***…] ¹⁵ .

1.42            “ Material ” has the meaning ascribed to such definition in the […***…] ¹⁶ .

1.43            “ Net Sales ” means the world-wide gross amount invoiced by ICONIC or its Related Parties for sales or other transfer of Licensed Product to a Third Party, less the following deductions to the extent included in the gross invoiced sales price with respect to such sales:

1.43.1            […***…] ¹⁷ ;

1.43.2            […***…] ¹⁸ , adjustments arising from […***…] ¹⁹ ;

1.43.3            […***…] ²⁰ ;

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¹⁴ Competitive Information – Technical Information.

¹⁵ Competitive Information – Technical Information.

¹⁶ Competitive Information – Other Commercially Sensitive Terms.

¹⁷ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

¹⁸ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

¹⁹ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²⁰ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

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1.43.4            […***…] ²¹ to the extent relating to such Licensed Product; provided that […***…] ²² ;

1.43.5            […***…] ²³ actually allowed or paid for […***…] ²⁴ ; and

1.43.6            […***…] ²⁵ , in each case to the extent not reimbursed.

Net Sales exclude sales or transfers among ICONIC and its Related Parties where the Licensed Product is intended for subsequent sale. All the foregoing elements of Net Sales calculations shall be determined from the books and records of ICONIC and its Related Parties maintained in accordance with U.S. GAAP, or in the case of Commercial Sublicensees, such similar accounting principles, consistently applied.

Each of the foregoing deductions shall be deducted solely as incurred in the ordinary course of business in type and amount consistent with good industry practice and in accordance with applicable accounting requirements on a basis consistent with ICONIC’s audited consolidated financial statements. All discounts, allowances, credits, rebates, and other deductions shall be fairly and equitably allocated to such Licensed Product and other product(s) of ICONIC and its Related Parties such that such Licensed Product does not bear a disproportionate portion of such deductions. In the case of any sale […***…] ²⁶ other than […***…] ²⁷ , Net Sales shall be calculated […***…] ²⁸ .

If a Licensed Product is sold as a component of a combination or bundled product that consists of such Licensed Product together with one or more separate molecules containing other therapeutically active ingredients for a single price (a “ Combination ”) in a country in a Calendar Quarter, Net Sales for the purposes of determining milestone and royalty payments hereunder, shall be determined by multiplying the Net Sales of the Combination (as defined in the standard Net Sales definition above) by the fraction A/(A+B), where A is the weighted average per unit gross invoiced amount of such Licensed Product when sold separately in finished form in such country in such Calendar Quarter, and B is the weighted average per unit gross invoiced amount of such other molecule(s) included in the Combination when sold separately in finished form in such country in such Calendar Quarter.

If the weighted average per unit gross invoiced amount of such Licensed Product in such country in such Calendar Quarter can be determined but the weighted average per unit gross invoiced amount of the other molecule(s) included in the Combination in such country in such Calendar Quarter cannot be determined, Net Sales for purposes of determining milestone and royalty payments shall be calculated by multiplying the Net Sales of the Combination (as defined in the standard Net Sales definition above) by the fraction A/C, where A is the weighted average gross invoiced amount of such Licensed Product when sold separately in finished form in such

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²¹ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²² Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²³ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²⁴ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²⁵ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²⁶ Competitive Information – Other Commercially Sensitive Terms.

²⁷ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

²⁸ Competitive Information – Other Commercially Sensitive Terms.

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country in such Calendar Quarter, and C is the weighted average per unit gross invoiced amount of the Combination in such country in such Calendar Quarter.

If the weighted average per unit gross invoiced amount of the other molecule(s) included in the Combination in such country in such Calendar Quarter can be determined but the weighted average per unit gross invoiced amount of such Licensed Product in the Combination in such country in such Calendar Quarter cannot be determined, Net Sales for purposes of determining milestone and royalty payments shall be calculated by multiplying Net Sales of the Combination (as defined in the standard Net Sales definition above) in such country in such Calendar Quarter by a fraction determined by the following formula: one (1) minus (B/C) where B is the weighted average per unit gross invoiced amount of the other molecule(s) included in the Combination when sold separately in finished form in such country in such Calendar Quarter, and C is the weighted average per unit gross invoiced amount of the Combination in such country in such Calendar Quarter.

If such average per unit gross invoiced amount cannot be determined for either such Licensed Product or the other molecule(s) included in the Combination in such country in such Calendar Quarter, then Net Sales for the purposes of determining milestone and royalty payments shall be mutually agreed by the Parties based upon good faith discussions to determine a reasonable allocation between such Licensed Product and the other molecule(s) in the Combination based on the relative value between them. In the event the Parties are unable to agree with respect to such allocation, either Party may submit the matter to dispute resolution pursuant to Section 13.4.

1.44            “ Partner Revenue ” means payments received by ICONIC or its Affiliates from a Commercial Sublicensee as consideration for the grant of a Commercial Sublicense, including any […***…] ²⁹ (a) […***…] ³⁰ , (b) […***…] ³¹ , (c) […***…] ³² , and (d) […***…] ³³ .

1.45            “ Patent Rights ” means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, continued prosecution applications including requests for continued examination, divisional applications and renewals, and all letters patent or certificates of invention granted thereon, and all reissues, reexaminations, extensions (including pediatric exclusivity patent extensions), term restorations, renewals, substitutions, confirmations, registrations, revalidations, revisions and additions of or to any of the foregoing, in each case, in any country.

1.46            “ Person ” means any individual, corporation, company, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

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²⁹ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

³⁰ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

³¹ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

³² Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

³³ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

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1.47            “ Phase I Clinical Trial ” means a study in humans which provides for the first introduction into humans of a product, conducted in normal volunteers or patients to generate information on product safety, tolerability, pharmacological activity or pharmacokinetics, or otherwise consistent with the requirements of U.S. 21 C.F.R. §312.21(a) or its foreign equivalents.

1.48            “ Phase II Clinical Trial ” means a study in humans of the safety, dose ranging and efficacy of a product, which is prospectively designed to generate sufficient data (if successful) to commence a Phase III Clinical Trial or to file for accelerated approval, or otherwise consistent with the requirements of U.S. 21 C.F.R. §312.21(b) or its foreign equivalents.

1.49            “ Phase III Clinical Trial ” means a controlled study in humans of the efficacy and safety of a product, which is prospectively designed to demonstrate statistically whether such product is effective and safe for use in a particular indication in a manner sufficient to file for Regulatory Approval, or otherwise consistent with the requirements of U.S. 21 C.F.R. §312.21(c) or its foreign equivalents.

1.50            “ Related Party ” means each Party, its Affiliates, and their respective licensees or sublicensees hereunder (which term excludes any Third Parties to the extent functioning as distributors), as applicable. In no event shall Zymeworks be a Related Party with respect to ICONIC or ICONIC be a Related Party with respect to Zymeworks.

1.51            “ Regulatory Approval ” means all approvals from the relevant Regulatory Authority necessary to initiate marketing and selling a product (including Licensed Product) in any country, including any pricing or reimbursement approval if required to sell the Licensed Product.

1.52            “ Regulatory Authority ” means the FDA or any counterpart of the FDA outside the United States, or other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a pharmaceutical product (including Licensed Product), which may include the authority to grant the required reimbursement and pricing approvals for such sale.

1.53            “ Regulatory Exclusivity ” means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a Licensed Product in a country or jurisdiction in the Territory, other than a Patent Right, including exclusivity for an approved BLA, new clinical data exclusivity, orphan drug exclusivity, pediatric exclusivity, or rights similar thereto in other countries or jurisdictions.

1.54            “ Regulatory Filing ” means all applications, filings, submissions, approvals (including supplements, amendments, pre- and post-approvals, pricing and reimbursement approvals), licenses, registrations, permits, notifications, and authorizations (including marketing and labeling authorizations) or waivers with respect to the testing, research, development, registration, manufacture (including formulation), use, storage, import, export, transport, promotion, marketing, distribution, offer for sale, sale or other commercialization of a product

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made to or received from any Regulatory Authority in a given country or jurisdiction, including INDs.

1.55            “ Research Product ” means any pharmaceutical product that contains an Antibody conjugated to a Linker-Cytotoxin.

1.56            “ Research Program ” means the program conducted by ICONIC during the Research Program Term to research and develop Research Products in order to select the Back-up Sequence and the Lead Sequence, as further described in Section 3.1.

1.57            “ Research Program Term ” means the period commencing on the Effective Date and, unless terminated earlier, expiring on the earlier of: (i) […***…] ³⁴ thereafter, and (ii) […***…]. ³⁵

1.58            “ Reserved Sequence ” means any of the Sequences selected by ICONIC in accordance with Section 3.6.1 and found to be available in accordance with Section 3.7.

1.59            “ Sequence ” means an antibody amino acid sequence corresponding to a […***…] ³⁶ that is Directed To the Target and not including […***…] ³⁷

1.60            “ Target ” means […***…] ³⁸ , also known as […***…] ³⁹ .

1.61            “ Term ” means term of this Agreement, which will commence on the Effective Date and (subject to earlier termination in accordance with Section 9.2, 9.3, or 9.4) will expire (a) in the event ICONIC does not select a Lead Sequence and Lead Linker-Cytotoxin during the Research Program Term, upon the expiration of the Research Program Term, or (b) in the event that ICONIC selects the Lead Sequence and Lead Linker-Cytotoxin during the Research Program Term in accordance with Section 3.6.2, on a country-by-country basis upon the expiration of the last payment obligation hereunder with respect to such country.

1.62            “ Territory ” means worldwide.

1.63            “ Third Party ” means any Person other than ICONIC or Zymeworks or an Affiliate of ICONIC or Zymeworks.

1.64            “ United States ” or “ US ” means the United States of America and its territories and possessions.

1.65            “ USD ” and “ $ ” mean United States dollars.

1.66            “ Valid Patent Claim ” means any claim of (a) an issued and unexpired patent or (b) a pending patent application, in each case included within the Zymeworks Patent Rights; provided that such claim has not been abandoned, revoked or held unenforceable, invalid or

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³⁴ Competitive Information – Other Commercially Sensitive Terms.

³⁵ Competitive Information – Discovery Information and Technical Information.

³⁶ Competitive Information – Technical Information.

³⁷ Competitive Information – Technical Information.

³⁸ Competitive Information – Technical Information.

³⁹ Competitive Information – Technical Information.

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unpatentable by a court or other government body of competent jurisdiction with no further possibility of appeal and which claim has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination or disclaimer or otherwise. A claim within a pending patent application that has been pending issuance for more than […***…] ⁴⁰ from the date of filing of the earliest priority patent application to which such pending patent application is entitled shall not be a Valid Patent Claim, unless and until it issues.

1.67            “ Zymeworks Intellectual Property ” means the Zymeworks Patent Rights and the Zymeworks Know-How.

1.68            “ Zymeworks Know-How ” means all Know-How that: (a) is Controlled by Zymeworks or its Affiliates as of the Effective Date or during the Term of the Agreement, and (b) is (i) necessary or reasonably useful to ICONIC in carrying out the activities under the Research Program with respect to Research Products and, […***…] ⁴¹ ; or (ii) necessary or reasonably useful for the use or exploitation of the Zymeworks Platform for researching, developing, manufacturing, using, offering for sale, selling, or importing a Licensed Product. For clarity, the Zymeworks Know-How includes Zymeworks’ interest in (i) the Conjugates, Conjugate Technology and Zymeworks Improvements ([…***…] ⁴² ), and (ii) all Joint Inventions.

1.69            “ Zymeworks Patent Rights ” means all Patent Rights that are Controlled by Zymeworks or its Affiliates as of the Effective Date or during the Term that:

1.69.1            claim any method in the Zymeworks Platform that is useful for the manufacture or production of (i) any Research Product solely during the Research Program Term, (ii) the Back-up Product until the expiration or termination of Back-up Period, or (iii) a Licensed Product;

1.69.2            claim any Linker-Cytotoxin contained in any Research Product or Back-up Product (solely during the Research Program Term or until the expiration or termination of the Back-up Period, respectively) or the Lead Linker-Cytotoxin or the manufacture, use, offer for sale, sale or importation of any Linker-Cytotoxin, in each case contained in (i) any Research Product solely during the Research Program Term, (ii) the Back-up Product until the expiration or termination of the Back-up Period, or (iii) a Licensed Product; or

1.69.3            are otherwise necessary for the research, development, manufacture, use, offer for sale, sale, or importation of any Linker-Cytotoxin contained in (i) any Research Product solely during the Research Program Term, (ii) the Back-up Product until the expiration or termination of the Back-up Period, or (iii) a Licensed Product;

in each case (Section 1.69.2–1.69.3), either alone or as part of a Licensed Product (and, solely during the Research Program Term, the Research Products, and solely until the expiration or termination of the Back-up Period, the Back-up Product).

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⁴¹ Competitive Information – Discovery Information and Technical Information.

⁴² Competitive Information – Other Commercially Sensitive Terms.

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For clarity, the Zymeworks Patent Rights include the Patent Rights listed in Exhibit 1.69 and Zymeworks’ interest in (1) all Joint Patent Rights and Conjugate Patent Rights and (2) all Patent Rights that claim any Zymeworks Improvements ([…***…] ⁴³ ). Notwithstanding the foregoing, Zymeworks Patent Rights shall not include any patents or patent applications that claim the manufacture, use, sale or importation of the Licensed Antibody, but not the Lead Linker-Cytotoxin.

1.70            “ Zymeworks Platform ” means (a) the Linker-Cytotoxins and (b) any methods for conjugating a Linker-Cytotoxin to a peptide, protein or antibody that (i) were provided by Zymeworks to ICONIC pursuant to the […***…] ⁴⁴ or the Option Agreement […***…] ⁴⁵ or (ii) are otherwise claimed in the Zymeworks Patent Rights listed in Exhibit  1.69 .

1.71            “ Zymeworks Platform Improvements ” means any Invention that is an improvement or modification to, or derivative of, (a) the Linker-Cytotoxins, which does not incorporate an Antibody, or (b) methods (including methods of conjugating Linker-Cytotoxins to antibodies) included in the Zymeworks Platform.

1.72            Additional Definitions . In addition, each of the following definitions shall have the respective meanings set forth in the section of this Agreement indicated below.

Definition	Section/Exhibit
Accounting Firm	5.4.2(a)
Agreement Payments	5.3
Applicable Infringement	6.3.1
Big Five	Exhibit 3.5
CDA	13.13
Change of Control	1.1
CMO	3.4.4
Code	10.4
Combination	1.43
Commercial License	2.1.2
Commercial Sublicensee	1.15
Commercialization Milestone Event	4.1.3
Commercialization Milestone Payment	4.1.3
[…***…] 46	[…***…] 47
Conjugate Patent Rights	6.1.4
Controlling Party	6.3.4
Co-Promotion Activities	Exhibit 3.5
Co‑Promotion Option	3.5
Co‑Promotion Option Period	Exhibit 3.5
Co-Promotion Rate	Exhibit 3.5

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⁴³ Competitive Information – Other Commercially Sensitive Terms.

⁴⁴ Competitive Information – Other Commercially Sensitive Terms.

⁴⁵ Competitive Information – Other Commercially Sensitive Terms.

⁴⁶ Competitive Information – Discovery Information.

⁴⁷ Competitive Information – Discovery Information.

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Definition	Section/Exhibit
Co-Promotion Region	Exhibit 3.5
Designation Notice	3.6.4
Development Milestone Event	4.1.1
Development Milestone Payment	4.1.1
Dispute	13.4.1
Excluded Claim	13.4.5
Gatekeeper	3.7.1
ICONIC Indemnified Party	12.1
Indemnified Party	12.3.1
Indemnifying Party	12.3.1
Licensed Product Royalty	4.2.1
Losses	12.1
Major Country	Exhibit 3.5
Notice of Dispute	13.4.1
Regulatory Milestone Event	4.1.2
Regulatory Milestone Payment	4.1.2
Research License	2.1.1
Royalty Term	4.2.2
Rules	13.4.1
Taxes	5.3
Third Party Claims	12.1
Tolling Notice	Exhibit 3.5
Transaction Notice	2.1.5
Zymeworks Indemnified Party	12.2
Zymeworks Prosecuted Patent Rights	6.2.2(a)

1.73            Interpretation . The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or calendar year unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) “antibody” shall refer to antibodies, antibody analogues or antigen-binding fragments thereof, including Fc or Fab fragments, single chain antibodies, domain antibodies, and bispecific or multi-specific antibodies; (h) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such

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agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (i) words of any gender include the other gender; (j) words using the singular or plural number also include the plural or singular number, respectively; (k) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (l) neither Party or its Affiliates shall be deemed to be acting “under authority of” the other Party.

2.            GRANT OF LICENSES

2.1            Licenses and Rights to ICONIC .

2.1.1            Research License . Subject to the terms and conditions of this Agreement, (a) Zymeworks hereby grants to ICONIC (i) a non-exclusive, non-transferable (except in accordance with Section 13.1), sublicensable (solely to the extent set forth in this Section 2.1.1), worldwide, royalty-free, research and development license under the Zymeworks Intellectual Property, solely to perform preclinical research and development of Research Products under the Research Program during the Research Program Term and (ii) an exclusive, non-transferable (except in accordance with Section 13.1), sublicensable (solely to the extent set forth in this Section 2.1.1), worldwide, royalty-free license, under the Zymeworks Intellectual Property, solely to perform preclinical research and development of the Back-up Product until the expiration or termination of the Back-up Period; and (b) ICONIC may use and reproduce the Conjugate Materials and Data and permit others to do the same (solely to the extent set forth in this Section 2.1.1), in each case to the extent such Conjugate Materials and Data are necessary or reasonably useful to preclinically research and develop (i) Research Products during the Research Program Term or (ii) the Back-up Product until the expiration or termination of the Back-up Period ((a) and (b) collectively, the “ Research License ”). The Research License shall include the right to grant sublicenses (1) to ICONIC’s Affiliates, to contract research organizations and fee-for-service providers to the extent necessary or reasonably useful to have activities performed under the Research Program, or with respect to the Back-up Product, on ICONIC’s behalf and (2) to Third Parties; provided that ICONIC shall (x) notify Zymeworks promptly after any Third Party is so authorized, which notice shall identify the Third Party and the activities to be performed thereby and (y) be and remain responsible to Zymeworks for the compliance of each such Affiliate and sublicensee with the applicable terms and conditions hereunder. For clarity, the Research License does not include the right to conduct clinical research (including any Clinical Trials) with respect to any Research Products or to sell or otherwise commercialize Research Products or other products incorporating the Zymeworks Platform; provided   however , that contract manufacturing organizations may sell to ICONIC and its Affiliates and sublicensees Research Products manufactured on their behalf.

2.1.2            Commercial License . Subject to the terms and conditions of this Agreement, (a) Zymeworks hereby grants to ICONIC an exclusive, transferable (solely in accordance with Section 13.1), sublicensable (solely in accordance with Section 2.1.4), worldwide license under the Zymeworks Intellectual Property to research, develop, make, have made, use, offer to sell, sell and import Licensed Products in the Field and in the Territory; and (b) ICONIC may use and reproduce the Conjugate Materials and Data to the extent such Conjugate Materials and Data are necessary or reasonably useful to research, develop, make,

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have made, use, offer to sell, sell and import Licensed Products in the Field and in the Territory (the “ Commercial License ”). For clarity, prior to the selection of the Lead Sequence in accordance with Section 3.6.2, ICONIC shall not conduct any clinical development (including any Clinical Trials) nor sell or otherwise commercialize Research Products or any other products incorporating the Zymeworks Platform. Further, upon the expiration or termination of the Research Program Term, the Research License shall terminate and ICONIC shall cease all use of the Zymeworks Intellectual Property, Zymeworks Platform, Research Products and antibodies otherwise conjugated with the Zymeworks Platform except as permitted under any Commercial License then in effect; provided   however that, solely during the Back-up Period, the Research License shall be exclusive and continue solely with respect to Back-up Products. For clarity, the Research License does not include the right to file an IND (or its equivalent) in any country with respect to any Back-up Product.

2.1.3            Right of Reference . Subject to the terms and conditions of this Agreement, Zymeworks hereby grants to ICONIC a right of reference (as defined in 21 C.F.R. §314.3(b) or foreign equivalents thereto), with the right to grant multiple tiers of further rights of reference solely to Commercial Sublicensees or ICONIC Affiliates, in and to all Regulatory Filings (including any Regulatory Approvals), and associated data and reports contained in such Regulatory Filings, Controlled by Zymeworks or any of its Affiliates that are directed to the Lead Linker-Cytotoxin or any component thereof, to the extent necessary or reasonably useful to prepare, obtain or maintain any Regulatory Approval of a Licensed Product in accordance with this Agreement for the sole purpose of preparing, obtaining and maintaining Regulatory Approval of such Licensed Product in the Field and in the Territory.

2.1.4            Sublicenses . The Commercial License includes the right to grant sublicenses (including to Affiliates and Third Parties) through multiple tiers, provided that each sublicense granted by ICONIC shall be consistent with the terms and conditions of this Agreement. ICONIC shall (a) for all such sublicenses (other than to an entity acting on behalf of ICONIC as a contract research, clinical, development, manufacturing, marketing, sales or other development or commercial organization for development and commercialization activities customary for ICONIC) provide Zymeworks with prompt notice of any such sublicenses that it grants, identifying the sublicensee and the scope of such sublicensee’s rights/responsibilities and, for each Commercial Sublicense, […***…] ⁴⁸ to the extent not previously provided in the applicable Transaction Notice; and (b) be and remain responsible to Zymeworks for the compliance of each sublicensee with the applicable terms and conditions hereunder. ICONIC may provide the notice described in clause (a) above by providing Zymeworks with a copy of the agreement granting such sublicense, which copy may be redacted to remove any provisions not necessary to determining compliance with this Agreement.

2.1.5            Notice of Commercial Sublicense . Without limiting the foregoing and subject to […***…] ⁴⁹ , ICONIC shall notify Zymeworks in writing in the event ICONIC is engaged in good faith negotiations to enter into, but prior to the execution of, a Commercial Sublicense, no later than […***…] ⁵⁰ after the date that ICONIC’s Board of Directors (or any other formal committee authorized to make a final decision on behalf of ICONIC on such

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⁴⁹ Competitive Information – Other Commercially Sensitive Terms.

⁵⁰ Competitive Information – Other Commercially Sensitive Terms.

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matters) has: (a) reviewed a written proposal (including economic terms) received from a Third Party for a Commercial Sublicense and (b) determined to move forward with such Third Party on substantially similar terms of such proposal (such notice by ICONIC, a “ Transaction Notice ”). Such Transaction Notice will include notice of the […***…] ⁵¹ of the proposed Commercial Sublicense to the extent that ICONIC can disclose such information without breaching its confidentiality obligations to the proposed Commercial Sublicensee, provided that ICONIC uses commercially reasonable efforts to obtain such right from such proposed Commercial Sublicensee.

2.2            ICONIC Antibodies .

2.2.1            Exclusivity . During the Term, […***…] ⁵² (a) […***…] ⁵³ or (b) […***….] ⁵⁴  Zymeworks covenants that it and its Affiliates will not grant a license to clinically develop or commercialize a product that incorporates (A) any Linker-Cytotoxin and (B) any antibody without performing gatekeeping procedures, at least as restrictive as those set forth in Section 3.7, to confirm that such antibody does not incorporate the Lead Sequence, Reserved Sequence (during the Research Program Term) or the Back-up Sequence (before the expiration or termination of the Back-up Period).

2.2.2            [ …***… ] ⁵⁵  (a) […***…] ⁵⁶ or (b) […***…] ⁵⁷

2.2.3            Cessation of Activities . Zymeworks’ obligations and ICONIC’s rights under this Section 2.2 shall immediately terminate upon ICONIC’s receipt of notice from Zymeworks in the event that, at any time following the expiration of the Research Program Term, ICONIC and its Related Parties cease all research, development and commercialization of Licensed Products for a period of […***…] ⁵⁸ .

2.3            No Implied Licenses . Except as expressly set forth in this Agreement, neither Party, by virtue of this Agreement, shall acquire any license or other interest, by implication or otherwise, in any materials, Know-How, Patent Rights   or other intellectual property rights Controlled by the other Party or its Affiliates. Subject to the licenses and rights explicitly granted to each Party hereunder and the other terms and conditions of this Agreement, Zymeworks retains all rights under the Zymeworks Intellectual Property and ICONIC retains all rights under all Patent Rights and Know-How Controlled by ICONIC.

2.4            […***…] Antibodies . ⁵⁹ Until the expiration of the Backup Period, at ICONIC’s reasonable request, the Parties will negotiate in good faith for a license to ICONIC under the Zymeworks Platform to develop and commercialize products comprising Licensed Antibodies […***…] ⁶⁰ . For clarity, the rights and obligations pursuant to this Section 2.4 do not

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⁵¹ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

⁵² Competitive Information – Other Commercially Sensitive Terms.

⁵³ Competitive Information – Other Commercially Sensitive Terms.

⁵⁴ Competitive Information – Other Commercially Sensitive Terms.

⁵⁵ Competitive Information – Other Commercially Sensitive Terms.

⁵⁶ Competitive Information – Discovery Information and Commercially Sensitive Terms.

⁵⁷ Competitive Information – Discovery Information and Commercially Sensitive Terms.

⁵⁸ Competitive Information – Other Commercially Sensitive Terms.

⁵⁹ Competitive Information – Discovery Information.

⁶⁰ Competitive Information – Discovery Information.

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apply to any license or other rights under Know-How, Patent Rights or materials, in each case other than the Zymeworks Platform, that are Controlled by Zymeworks.

3.            RESEARCH PROGRAM AND DEVELOPMENT AND
COMMERCIALIZATION OF LICENSED PRODUCTS

3.1            Research Program .

3.1.1            General . During the Research Program Term, ICONIC shall have the right to conduct the Research Program, which will cover research activities up to and including the selection of the Lead Sequence and Lead Linker-Cytotoxin and the Back-up Sequence and Back-up Linker-Cytotoxin. For clarity, the Lead Sequence and Lead Linker-Cytotoxin shall be selected as a pair, and the Back-up Sequence and Back-up Linker-Cytotoxin shall be selected as a pair. In the event ICONIC does not select a Lead Sequence and Lead Linker-Cytotoxin in accordance with Section 3.6.2 prior to expiration of the Research Program Term (which may be extended by mutual written agreement), this Agreement shall expire in accordance with Section 9.1.1.

3.1.2            Conduct of Research Program . ICONIC:

(a)            shall use commercially reasonable efforts to develop Research Products pursuant to the Research Program; provided that, as set forth in Section 2.1.1, ICONIC shall not conduct clinical development of any Research Product that is not a Licensed Product;

(b)            shall conduct the Research Program in compliance with all Applicable Laws; and

(c)            may utilize the services of its Affiliates and Third Parties to perform the Research Program; provided that ICONIC shall remain responsible for the performance of such Affiliates and Third Parties hereunder.

3.2            Records and Reports .

3.2.1            Records . ICONIC shall maintain records, for so long as necessary to comply with Applicable Laws or reasonably necessary to support the prosecution, maintenance and enforcement of intellectual property rights (including Patent Rights) in accordance with Article 6 below, regarding its conduct of the Research Program and development of the Back-up Product, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall fully and properly reflect the work done and results achieved by or on behalf of ICONIC in the performance of the Research Program and development of the Back-up Product.

3.2.2            Reports . Without limiting the foregoing, ICONIC shall provide Zymeworks, on a Calendar Yearly basis during the Research Program Term and Back-up Period, with written reports summarizing the progress of the Research Program and development of the Back-up Product, respectively, in reasonable detail.

3.3            Technology Transfer and Support by Zymeworks .

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3.3.1            Technology Transfer . At ICONIC’s request, Zymeworks shall […***…] ⁶¹ disclose to ICONIC or its designee the chemical structure of each Linker-Cytotoxin that ICONIC is considering for possible selection as part of a Back-up Linker-Cytotoxin or Lead Linker-Cytotoxin and shall provide Zymeworks Know-How that is reasonably requested by ICONIC with respect to such Linker-Cytotoxin. […***…] ⁶² after the Effective Date and […***…] ⁶³ thereafter during the Term, Zymeworks shall disclose and transfer to ICONIC or its designee the Zymeworks Know-How reasonably requested by ICONIC in writing and not previously disclosed to ICONIC. For clarity, Zymeworks is not required to disclose to ICONIC or its designee any Zymeworks Know-How that is generally known by similarly situated Persons in the biotechnology industry.

3.3.2            Support by Zymeworks . During the Term, Zymeworks (itself or through its Affiliates) shall […***…] ⁶⁴ to provide to ICONIC or its Affiliate, contract research or manufacturing organization or Commercial Sublicensee reasonable technological support and assistance, as reasonably requested by ICONIC, related to the application of Zymeworks Know-How and the Zymeworks Platform to the Research Products, Back-up Product or Licensed Products (as applicable), including by (a) […***…] ⁶⁵ (b) […***…], ⁶⁶ and (c) […***…] ⁶⁷ Notwithstanding the foregoing, Zymeworks is not required to provide such support for any Zymeworks Know-How that is generally known by similarly situated Persons in the biotechnology industry. Zymeworks shall provide ICONIC with […***…] ⁶⁸ set forth on Exhibit  3.3.2 .

3.4            Development and Commercialization by ICONIC .

3.4.1            Rights and Diligence . Subject to Section 3.5, ICONIC (itself or through its Affiliates or Third Parties) shall have the sole responsibility and exclusive right to further develop, manufacture and commercialize Licensed Products, and ICONIC shall use commercially reasonable efforts to […***…] ⁶⁹ .

3.4.2            Development . With respect to […***…] ⁷⁰ .

3.4.3            Commercialization .[…***…] ⁷¹ during the period […***…] ⁷² ICONIC shall keep Zymeworks informed as to its commercialization activities with respect to such Licensed Product as reasonably necessary to allow Zymeworks to monitor ICONIC’s compliance with this Agreement, including the obligations set forth in Section 3.4.1, by providing to Zymeworks on […***…] ⁷³ a written report describing in reasonable detail such activities conducted during the previous annual period and the activities planned to be conducted

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⁶¹ Competitive Information – Other Commercially Sensitive Terms.

⁶² Competitive Information – Other Commercially Sensitive Terms.

⁶³ Competitive Information – Other Commercially Sensitive Terms.

⁶⁴ Competitive Information – Other Commercially Sensitive Terms.

⁶⁵ Competitive Information – Other  Commercially Sensitive Terms.

⁶⁶ Competitive Information – Other Commercially Sensitive Terms.

⁶⁷ Competitive Information – Other Commercially Sensitive Terms.

⁶⁸ Competitive Information – Financial Provisions and Other Commercially Sensitive Terms.

⁶⁹ Competitive Information – Discovery Information.

⁷⁰ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷¹ Competitive Information – Other Commercially Sensitive Terms.

⁷² Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷³ Competitive Information – Other Commercially Sensitive Terms.

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during the upcoming […***…] ⁷⁴ . Notwithstanding the foregoing, with respect to commercialization activities conducted by a Commercial Sublicensee, ICONIC shall only be required to provide Zymeworks with any such information that ICONIC receives from such Commercial Sublicensee, provided that ICONIC has used reasonable efforts to obtain such information from such Commercial Sublicensee.

3.4.4            Manufacture . Zymeworks shall reasonably assist ICONIC with supply and access to the Lead Linker-Cytotoxin, as requested by ICONIC and at ICONIC’s expense, including (i) […***…] ⁷⁵ and (ii) assisting […***…] ⁷⁶ . In the case of clause (i) the Parties […***…] ⁷⁷ . At ICONIC’s expense and reasonable request, including if ICONIC is unable to obtain a contract for the supply of the Lead Linker-Cytotoxin or the conjugation thereof to the Licensed Antibody despite Zymeworks using its reasonable efforts to assist ICONIC in doing so, then Zymeworks shall […***…] ⁷⁸ .

3.5            Co-Promotion Option . During the applicable Co-Promotion Option Period, Zymeworks shall have the […***…] ⁷⁹ option to co-promote Licensed Product with ICONIC on a country-by-country basis (“ Co‑Promotion Option ”) in accordance with the terms and conditions of Exhibit 3.5 . Notwithstanding the foregoing, as set forth in Exhibit 3.5 , Zymeworks’ Co-Promotion Option(s) for Licensed Products in one or more fields (or all fields, if applicable) in one or more countries will be suspended (and the applicable Co-Promotion Option Period(s) tolled) during the negotiation of, and expire upon the execution of, an exclusive Commercial Sublicense for Licensed Products in such field(s) (or all fields, if applicable) in such country(ies) executed either prior to or during the applicable Co-Promotion Option Period(s) (including any extension thereof pursuant to a Tolling Notice); […***…] ⁸⁰ .

3.6            Sequence Selection and Replacement .

3.6.1            Reserved Sequence Selection and Replacement . During the Research Program Term and subject to gatekeeping pursuant to Section 3.7, ICONIC may, by providing a Designation Notice pursuant to Section 3.6.4: (a) select up to […***…] ⁸¹ Sequences to be designated as Reserved Sequences and (b) not more frequently than […***…] ⁸² ; provided , however, that if such […***…] ⁸³ pursuant to this Section 3.6.1. Notwithstanding anything to the contrary herein, in no event shall the number of Sequences comprising the Lead Sequence, Back-up Sequence and Reserved Sequences exceed a total of […***…] ⁸⁴ Sequences at any point in the Research Program Term.

3.6.2            Lead Sequence and Lead Linker-Cytotoxin Selection . During the Research Program Term and subject to gatekeeping pursuant to Section 3.7, ICONIC may, by

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⁷⁵ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷⁶ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷⁷ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷⁸ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁷⁹ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁸⁰ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁸¹ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁸² Competitive Information – Discovery Information, Financial Provisions and Other Commercially Sensitive Terms.

⁸³ Competitive Information – Discovery Information and Commercially Sensitive Terms.

⁸⁴ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

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providing a Designation Notice pursuant to Section 3.6.4, select […***…] ⁸⁵ Sequence to be the Lead Sequence and […***…] ⁸⁶ to be the Lead Linker-Cytotoxin. In the event a proposed Lead Sequence is a Reserved Sequence, upon receipt of such Designation Notice, it shall become the Lead Sequence and the corresponding Linker-Cytotoxin shall become the Lead Linker-Cytotoxin. In the event a proposed Lead Sequence is not a Reserved Sequence, it shall be subject to gatekeeping pursuant to Section 3.7 below and, if such proposed Sequence is available pursuant to Section 3.7, such proposed Sequence shall become the Lead Sequence and the corresponding Linker-Cytotoxin shall become the Lead Linker-Cytotoxin and if such proposed Sequence is not available pursuant to Section 3.7, ICONIC may repeat the procedure set forth in this Section 3.6.2 during the Research Program Term until a Sequence becomes the Lead Sequence and the corresponding Linker-Cytotoxin becomes the Lead Linker-Cytotoxin.

3.6.3            Back-up Sequence and Linker-Cytotoxin Selection . During the Research Program Term and subject to gatekeeping pursuant to Section 3.7, ICONIC may, by providing a Designation Notice pursuant to Section 3.6.4, select one (1) Sequence to be the Back-up Sequence and one (1) Linker-Cytotoxin to be the Back-up Linker-Cytotoxin. In the event a proposed Back-up Sequence is a Reserved Sequence, upon receipt of such Designation Notice, it shall become the Back-up Sequence and the corresponding Linker-Cytotoxin shall become the Back-up Linker-Cytotoxin. In the event a proposed Back-up Sequence is not a Reserved Sequence, it shall be subject to gatekeeping pursuant to Section 3.7 below and, if such proposed Sequence is available pursuant to Section 3.7, such proposed Sequence shall become the Back-up Sequence and the corresponding Linker-Cytotoxin shall become the Back-up Linker-Cytotoxin, and if such proposed Sequence is not available pursuant to Section 3.7, ICONIC may repeat the procedure set forth in this Section 3.6.3 during the Research Program Term until a Sequence becomes the Back-up Sequence and the corresponding Linker-Cytotoxin becomes the Back-up Linker-Cytotoxin.

3.6.4            Designation Notice . To designate a Sequence as a Reserved Sequence, a Lead Sequence (with a corresponding Lead Linker-Cytotoxin), a Back-up Sequence (with a corresponding Back-up Linker-Cytotoxin) or a replacement Reserved Sequence, ICONIC shall provide the Gatekeeper with written notice of such Sequence expressly referencing this Agreement (each, a “ Designation Notice ”). The Designation Notice for a proposed Lead Sequence or Back-up Sequence shall set forth (a) the corresponding Linker-Cytotoxin and (b) whether such proposed Lead Sequence or Back-up Sequence is a Reserved Sequence, (i) and if it is, ICONIC shall identify the […***…] ⁸⁷ Reserved Sequence that ICONIC wishes to designate as the Lead Sequence or Back-up Sequence, and, (ii) if it is not, the full-length amino acid sequence of such Sequence and a request that such Sequence be submitted to gatekeeping pursuant to Section 3.7. The Designation Notice for a Reserved Sequence shall set forth the full-length amino acid sequence of such Sequence, and, in the case of a replacement Reserved Sequence, the Reserved Sequence that such Sequence is intended to replace, and shall request that such Sequence be submitted to gatekeeping pursuant to Section 3.7.

3.7            Gatekeeping .

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⁸⁵ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁸⁶ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁸⁷ Competitive Information – Other Commercially Sensitive Terms.

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CONFIDENTIAL

3.7.1            Zymeworks will designate either an […***…] ⁸⁸ to the Parties to be the gatekeeper (the “ Gatekeeper ”). Zymeworks shall also […***…] ⁸⁹ . If the […***…] ⁹⁰ is […***…] ⁹¹ , then Zymeworks shall notify ICONIC of the Gatekeeper and his or her contact information promptly following the Effective Date, and any changes thereto promptly following any such change, in writing. If the Gatekeeper is […***…] ⁹² , Zymeworks shall also notify ICONIC of the contact information for the Gatekeeper promptly following the Effective Date, and any changes thereto promptly following any such change, in writing. ICONIC may designate any Sequence as (i) […***…] ⁹³ Lead Sequence, (ii) […***…] ⁹⁴ Back-up Sequence, or (iii) […***…] ⁹⁵ Reserved Sequences, in each case in accordance with Section 3.6, provided that, as of the date the Gatekeeper receives the Designation Notice from ICONIC, such Sequence is available. A designated Sequence is available if it is a Reserved Sequence (in the case of a proposed Lead Sequence or Back-up Sequence) or if, with respect to such Sequence, Zymeworks is not:

(a)            contractually obligated to grant, or has not granted, to a Third Party rights with respect to products incorporating such Sequence; or

(b)            actively and in good faith engaged in negotiations with a Third Party regarding the development or commercialization of products incorporating such Sequence and any Linker-Cytotoxin (as evidenced by a term sheet, letter of intent or similar document setting forth the material terms of such negotiations).

3.7.2            Within […***…] ⁹⁶ after receipt of a Designation Notice, the Gatekeeper shall provide ICONIC with written notice as to whether such Sequence is available, and, subject to Zymeworks’ confidentiality obligations to Third Parties, if such Sequence is unavailable for any of the reasons set forth in Section 3.7.1(a) or (b), the basis for such unavailability.

3.7.3            At any time prior to ICONIC’s selection of a Lead Sequence pursuant to Section 3.6.2, […***…] ⁹⁷ , ICONIC may request in writing that the Gatekeeper determine whether a Sequence specified in such written request that the Gatekeeper previously identified as unavailable pursuant to Section 3.7.2 has become available. The Gatekeeper will provide ICONIC written notice as to whether such Sequence is available within […***…] ⁹⁸ after receipt of such written request. In the event such Sequence is available, ICONIC may then designate such Sequence as a Reserved Sequence or the Back-up Sequence pursuant to a Designation Notice.

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⁸⁸ Competitive Information – Other Commercially Sensitive Terms.

⁸⁹ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁹⁰ Competitive Information – Other Commercially Sensitive Terms.

⁹¹ Competitive Information – Other Commercially Sensitive Terms.

⁹² Competitive Information – Other Commercially Sensitive Terms.

⁹³ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁹⁴ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁹⁵ Competitive Information – Discovery Information and Other Commercially Sensitive Terms.

⁹⁶ Competitive Information – Other Commercially Sensitive Terms.

⁹⁷ Competitive Information – Other Commercially Sensitive Terms.

⁹⁸ Competitive Information – Other Commercially Sensitive Terms.

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CONFIDENTIAL

3.8            Lead Sequence and Linker-Cytotoxin Replacement . During the Back-up Period, ICONIC may […***…] ⁹⁹   provided that […***…] ¹⁰⁰ (a)[ …***…] ¹⁰¹ (b) […***…] ¹⁰² and (c)[ …***…] ¹⁰³ pursuant to Section 2.1.2.

4.            FINANCIAL PROVISIONS

4.1            Milestones .

4.1.1            Development Milestones . Within […***…] ¹⁰⁴ after the […***…] ¹⁰⁵ of each milestone event set forth in the table below for the […***…] ¹⁰⁶ Licensed Product or Back-up Product (if applicable) by or on behalf of ICONIC or its Affiliate independent of a Commercial Sublicense (each, a “ Development Milestone Event ”), ICONIC shall notify Zymeworks thereof and make the corresponding milestone payment to Zymeworks (each, a “ Development Milestone Payment ”). If a later Development Milestone Event is achieved before a prior Development Milestone Event in such table is achieved (where “later” refers to a higher number in the table of Development Milestone Events below), then such prior Development Milestone Event shall be deemed achieved upon achievement of such later Development Milestone Event and the Development Milestone Payment for the prior Development Milestone Event shall be paid together with the payment of the Development Milestone Payment for the later Development Milestone Event. For clarity, ICONIC shall not have any obligation to make any Development Milestone Payments on account of the achievement of any milestone event by or on behalf of a Commercial Sublicensee or pursuant to a Commercial Sublicense.

	Development Milestone Events	Development Milestone Payments
1.	[…***…] 107	USD $[…***…] 108
2.	[…***…] 109	USD $[…***…] 110
3.	[…***…] 111	USD $[…***…] 112
4.	[…***…] 113	USD $[…***…] 114

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	Regulatory Milestone Events	Regulatory Milestone Payments
1.	[…***…] 119	USD $[…***…] 120
2.	[…***…] 121	USD $[…***…] 122
3.	[…***…] 123	USD $[…***…] 124

	Commercialization Milestone Events	Commercialization Milestone Payments
1.	[…***…] 128	USD $[…***…] 129

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2.	[…***…] 130	USD $[…***…] 131
3.	[…***…] 132	USD $[…***…] 133
4.	[…***…] 134	USD $[…***…] 135

Royalty Tier	Annual Net Sales	Royalty Rate
A	[…***…] 144	[…***…]% 145
B	[…***…] 146	[…***…]% 147

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C

[…***…] 148

[…***…]% 149

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11.2.6           it and its Affiliates have not […***…] ²¹⁸ ;

11.2.7            […***…];

11.2.8            […***…]; ²¹⁹

11.2.9            […***…] ²²⁰ ; and

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Zymeworks’ Materials and FTE Assistance	Cost
[…***…]   241	$[…***…]  242
[…***…] 243	$[…***…]  244
[…***…]   245	$[…***…]  246
[…***…]   247	$[…***…]  248
[…***…]   249	$[…***…]  250
[…***…]   251	$[…***…]  252
[…***…]   253	$[…***…] 254

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Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

Cautionary Note Regarding Forward-Looking Statements

This material change report includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements in this material change report include, but are not limited to, statements that relate to potential milestone payments, royalties and other revenue, co-promotion rights, ZymeLink’s effect on the ADC field and its potential with respect to therapeutic treatment and development of therapeutic candidates, and other information that is not historical information. When used herein, words and phrases such as “will,” “eligible to,” “entitled to,” “look forward to,” and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation, market conditions and the factors described under “Risk Factors” in Zymeworks’ Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2019 (a copy of which may be obtained at www.sec.gov and www.sedar.com). Consequently, forward-looking statements should be regarded solely as Zymeworks’ current plans, estimates and beliefs. Investors should not place undue reliance on forward-looking statements. Zymeworks cannot guarantee future results, events, levels of activity, performance or achievements. Zymeworks does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by law.