Overview of Our Business

We are a biopharmaceutical company focused on discovering and developing novel therapeutics based on scientific understanding of key biological pathways underlying liver and metabolic diseases, retinal diseases and cancer. These diseases represent a significant burden for patients and healthcare systems and, in some cases, are leading causes of morbidity and mortality. Since the commencement of our operations in 2008, we have generated a robust portfolio of product candidates in various stages of active development ranging from early discovery to late-stage development. We aspire to operate one of the most productive research and development engines in the biopharmaceutical industry.

Our most advanced product candidate, aldafermin (formerly NGM282), is wholly-owned by us and is in Phase 2b development for the treatment of patients with non-alcoholic steatohepatitis, or NASH, with liver fibrosis stage 2, 3 or 4, or F2, F3 or F4. Two additional product candidates we discovered are in Phase 2 or Phase 2b trials: MK-3655 for the treatment of NASH and NGM621 for the treatment of geographic atrophy, or GA. In addition, our growing oncology portfolio includes NGM120, which is in a Phase 1b placebo controlled-study for the treatment of cancer anorexia/cachexia syndrome, also referred to as cancer-related cachexia or CACS, and for the treatment of cancer, and two recently announced novel immunotherapies to treat cancer, NGM707 and NGM438, which are in preclinical investigational new drug application-, or IND-, enabling studies. We have additional undisclosed programs that are in various stages of development ranging from functional validation to preclinical development. Our six most advanced product candidates and their stages of development are presented below:

FGF = fibroblast growth factor; FGFR1c/KLB = fibroblast growth factor receptor 1c-beta-klotho; C3 = Component 3; CACS= cancer anorexia-cachexia syndrome; GFRAL = glial cell-derived neurotrophic factor receptor alpha-like; ILT2 = Immunoglobulin-like transcript 2; ILT4 = Immunoglobulin-like transcript 4; LAIR1 = Leukocyte-associated immunoglobulin-like receptor 1

For more detailed information about our product candidate pipeline and targeted therapeutic areas, see “Key Therapeutic Areas and Our Pipeline Programs” below.

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Our Strategy

We have generated our diverse portfolio of programs using our in-house drug discovery engine that employs unbiased, systematic interrogation of complex disease-associated biology to uncover novel mechanisms of action and to identify proprietary insights into critical biological processes. Leveraging these insights, we deploy our protein and antibody engineering expertise to create highly targeted product candidates that modulate the signal we have identified and to enhance each product candidate’s therapeutic potential. We use this combination of interrogating human biology and engineering powerful biologics to discover and develop promising product candidates and seek to move them rapidly into proof-of-concept studies and late-stage development, with the goal of delivering impactful first-in-class or best-in-class treatments to underserved patients suffering from grievous diseases.

Key elements of our strategy are:

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Our Merck Collaboration

In 2015, we entered into a broad, strategic collaboration with Merck in order to advance novel biologic therapeutics for the treatment of diseases with significant unmet medical needs. Since that time, the Merck collaboration has provided us with robust financial support to broaden and accelerate our existing research efforts, while allowing us to retain our research independence, together with the opportunity to retain meaningful economic rights in any collaboration product candidate Merck elects to advance. For such product candidates, the collaboration also currently allows us access to Merck’s mid- and late-stage development expertise and the resources to enable large global trials, as well as the global commercial and distribution capabilities that we believe our products, if approved, will require.  The collaboration to date has enabled us to develop more product candidates for major indications than we could likely have advanced on our own. The aldafermin program is not included in the Collaboration Agreement and it remains wholly-owned and controlled by us.  

The original research phase of the collaboration was for five years.  In March 2019, Merck exercised its option to extend the research phase of the collaboration through March 16, 2022. As part of the extension through March 16, 2022, Merck agreed to continue to fund our research and development efforts of up to $75.0 million each year consistent with the initial five-year term and, in lieu of a $20.0 million extension fee payable to us, Merck agreed to make additional payments totaling up to $20.0 million in support of our research and development activities during 2021 and in the first quarter of 2022.

Under the terms of the collaboration, Merck was required to notify us no later than March 17, 2021 of its unilateral decision whether to exercise its option to extend the research phase of the collaboration for an additional two-year term through March 16, 2024. In March 2021, Merck initiated discussions with us with respect to elements of the ongoing collaboration that might be optimized to better address the evolving interests and priorities of both NGM and Merck during the remainder of the current research phase through March 16, 2022 and during any extension of the current research phase and any tail period (which tail period is discussed below under “Our Collaboration with Merck”). In this regard, the parties are negotiating in good faith certain modifications to the terms of the collaboration. Such modifications may include, among other things, focusing NGM’s research and development under the collaboration on therapeutic areas of particular interest to Merck, while enabling NGM to conduct research and development outside of these therapeutic areas which would, if mutually agreed to, allow NGM to discover and develop product candidates on its own or with third parties in other areas of interest. In order to allow negotiations to proceed, the parties have agreed to extend the March 17, 2021 deadline for Merck to deliver its extension notification decision until June 30, 2021. While we cannot predict whether or when Merck will elect to extend the research phase of the collaboration or on what terms, or whether or when we will reach agreement with Merck on the terms of a modified collaboration generally, we expect that any modified collaboration would result in a level of annual research support from Merck during any extension of the current research phase after March 16, 2022 that is meaningfully lower than the annual research support Merck provided during the initial five-year term and is providing during the current two-year extension of the research phase. In this regard, we expect that under the terms of a modified collaboration, Merck will not provide research funding for certain of our product candidates. We also expect that if we are unable to reach agreement with Merck on modified terms, Merck will not elect to extend the research phase of the collaboration and will decide not to proceed with certain of our product candidates after the end of the current research phase. In any event, we expect that our funding obligations with respect to the development of our current and potential future product candidates will substantially increase following March 16, 2022, the end of the current two-year extension of the research phase, regardless of whether we are able to reach agreement with Merck on modified terms.

Merck generally has a one-time right to exercise its option to an exclusive, worldwide license for any collaboration product candidate and related program when we or Merck complete a human proof-of-concept trial. In November 2018, Merck exercised its option to license MK-3655, an agonistic antibody selectively activating fibroblast growth factor receptor 1c-beta-klotho, or FGFR1c/KLB, which is a potential treatment for NASH. In November 2020, Merck initiated a Phase 2b randomized, double-blind study of MK-3655 in patients with NASH with F2 or F3 liver fibrosis. Under the current terms of the Collaboration Agreement, for a program that Merck licenses, such as MK-3655, we retain an option, when a product candidate has advanced to Phase 3 clinical trials, to participate in up to 50% of the economic return from that product candidate if it becomes an approved medicine by agreeing to share up to 50% of the costs of future development. If we do not elect this option, we will instead receive milestone and royalty payments and we will not be required to share in development costs.

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For more detailed information about the Collaboration Agreement see “Our Collaboration with Merck” below as well as the sections titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Business” in Part II, Item 7 of this Annual Report on Form 10-K.

COVID-19 Business Update

We are continuing to closely monitor the impact of the global COVID-19 pandemic on our business and have taken and continue to take proactive efforts designed to protect the health and safety of our patients, study investigators, clinical research staff and employees, while maintaining business continuity. Following guidance from federal, state and local authorities, we continue to operate with a primarily remote work model. Only individuals conducting essential in-person laboratory work and other essential business functions are working on site and only for work that cannot be conducted remotely. There have been relatively minor impacts on productivity overall, but future developments could more materially and adversely impact our productivity.  In addition, in 2020, we experienced higher-than-normal employee turnover and an increased rate of hiring new employees. We cannot predict whether these trends will continue or be exacerbated, when we will be permitted to return to an office-based working model or whether we will be required to adopt a more restrictive work model.  

We have experienced, from time to time, a slower pace of clinical trial site initiation and clinical trial enrollment and a higher dropout rate than originally anticipated in certain of our clinical trials. We have been proactively working to mitigate these and other effects of the COVID-19 pandemic by monitoring site initiations, patient enrollment and patient study adherence to provide support to patients and trial staff, often on a case‑by‑case and/or patient-by-patient basis. Most of our clinical trial sites, both within and outside of the United States, continue to screen patients in our clinical trials, and new patients are being enrolled when appropriate. While the COVID-19 pandemic has not yet resulted in a significant impact to our disclosed clinical development timelines, and we believe the higher-than-planned enrollment we achieved in our ALPINE 2/3 trial has mitigated the effects of the increased dropout rate, as the pandemic continues, there may be continuing negative impacts on our ability to initiate new clinical trial sites, maintain enrollment of existing patients and enroll new patients, which may result in increased clinical trial costs and negatively impact our timelines and our ability to obtain regulatory approvals of our product candidates in a timely fashion, if at all.

In addition, while we have not experienced any disruption to drug or related component supply for our ongoing clinical trials, we could experience disruptions to our supply chain and operations due to the continuing pandemic and associated delays in the manufacturing and supply of drug substance and drug product for our clinical trials, which could adversely affect our ability to conduct ongoing and future clinical trials of our product candidates. For example, our aldafermin drug product manufacturer has advised us that it could be required under orders of the U.S. government to allocate manufacturing capacity to the manufacture or distribution of COVID-19 vaccines. If any of our manufacturers become subject to acts or orders of U.S. or foreign government entities to allocate manufacturing capacity to the manufacture or distribution of COVID-19 vaccines or medical supplies needed to treat COVID-19 patients, this could also delay our clinical trials, perhaps substantially, particularly our ongoing and planned aldafermin trials, which could materially and adversely affect our business.

For information regarding the current and potential impacts of the effects of the COVID-19 pandemic on the conduct of our clinical trials and related development timelines and on our drug supply for our ongoing clinical trials, see the sections titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Business” in Part II, Item 7 of this Annual Report on Form 10-K.

Key Therapeutic Areas and Pipeline Programs

Our discovery engine supports our ability to span multiple therapeutic areas. Currently our diverse pipeline of six product candidates can be divided into three therapeutic areas: liver and metabolic diseases, retinal diseases and oncology.

Therapeutic Area: Liver and Metabolic Diseases

We have spent the last decade discovering and developing a portfolio of clinical-stage drug candidates that target various forms of cardio-metabolic and liver diseases, most specifically NASH. We have identified

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multiple hormonal pathways of interest and each of these drug candidates stem from novel insights we have made in the regulation of cardio-metabolic processes and liver function.

Our most advanced product candidate is aldafermin, a proprietary engineered analog of the human hormone fibroblast growth factor 19, or FGF19, which plays a critical role in controlling bile acid, lipid and glucose metabolism, and is administered through a once-daily subcutaneous injection. In clinical studies, aldafermin has demonstrated the ability to rapidly improve NASH and reverse liver fibrosis. Aldafermin is currently being studied in the ongoing Phase 2b ALPINE 2/3 trial in patients with NASH with F2 and F3 liver fibrosis, which completed enrollment in September 2020, and in the ongoing ALPINE 4 trial in patients with NASH with F4 liver fibrosis and well-compensated cirrhosis, which commenced enrollment in February 2020. We expect to report topline data from the ALPINE 2/3 trial in the second quarter of 2021. Aldafermin was excluded from the Collaboration Agreement at the inception of the collaboration and remains wholly-owned by NGM.

In this therapeutic area, Merck is developing MK-3655 which we discovered as part of the collaboration.  MK-3655 is a proprietary agonistic antibody selectively activating fibroblast growth factor receptor 1c-beta-klotho, or FGFR1c/KLB, which regulates insulin sensitivity, blood glucose and liver fat. We believe MK-3655 has the potential to be a once-monthly injectable insulin sensitizer for the treatment of NASH.  In November 2018, Merck exercised its option for a license to further research, develop and commercialize MK-3655 and other FGFR1c/KLB agonists pursuant to our Collaboration Agreement.  Merck initiated the Phase 2b trial of MK-3655 in patients with NASH with F2 or F3 liver fibrosis in the fourth quarter of 2020 and is currently enrolling patients in that trial.

NASH Disease Overview

NASH and metabolic diseases are among the largest unmet medical needs globally and represent a leading cause of morbidity and mortality and a significant burden for patients and healthcare systems. They also represent areas of underinvestment by the pharmaceutical industry, driven in part by the biological complexity of the diseases and the substantial costs necessary to develop new therapeutics. Metabolic syndrome is exhibited by 34% of adults in the United States and comprises a constellation of co-morbid conditions, including type 2 diabetes, obesity, high blood pressure, poorly regulated lipids and non-alcoholic fatty liver disease, or NAFLD, a precursor to NASH. NAFLD is characterized by abnormal amounts of fat in the liver, a condition known as steatosis. This abnormal fat in the liver contributes to the progression in certain NAFLD patients to NASH by developing a necroinflammatory state in the liver that ultimately drives scarring, also known as fibrosis, and, for many, progresses to cirrhosis, liver cancer and liver failure.  

Most patients with NASH are diagnosed in their forties or fifties; however, NASH develops across all ages, including in children. The development of NASH is thought to be linked to an increase in childhood obesity. Most patients with NASH are asymptomatic, although some may present with fatigue, malaise and vague right-upper quadrant abdominal discomfort. Patients are more likely to be initially identified by elevated liver aminotransferases on routine lab tests or hepatic steatosis detected incidentally on abdominal imaging. While non-invasive diagnostic tools are under development, a definitive diagnosis of NASH is currently only achievable through liver biopsy to assess the components of the NAFLD activity score, or NAS, and fibrosis stage (F0 to F4). The NAS is a validated score of liver histology that is used to grade disease activity in patients with NAFLD and NASH. The NAS is the sum of the liver biopsy’s individual scores for steatosis (abnormal amounts of fat in the liver) (on scale of 0–3), lobular inflammation (chronic inflammatory infiltrate) (on a scale of 0–3) and hepatocellular ballooning (a type of injury to liver cells) (on a scale of 0–2), with fibrosis stage (F0–F4) scored separately.

The estimated global prevalence of NAFLD and NASH has risen rapidly in parallel with the dramatic rise in obesity and diabetes. In the United States alone, the prevalence of NASH was estimated to total 19.3 million cases in 2020 and is expected to reach 27 million cases in the United States by 2030, with similar trends occurring globally. Patients with NASH with F2, F3 or F4 fibrosis were believed to encompass approximately 8.3 million patients in the United States in 2020 and that number is expected to grow to 14.1 million by 2030. The population of cirrhotic patients with NASH in the United States is expected to reach 3.5 million in 2030.

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NASH: A Serious and Growing Disease, with Negative Outcomes Linked to Severity of Fibrosis

In addition to living with the burden of illness, NASH with advanced fibrosis can be very expensive for patients, their families and society. Advanced liver fibrosis is generally considered fibrosis stage F3 and F4. The annual economic burden associated with NAFLD and NASH in the United States was estimated to be over $100 billion in 2016. If a patient progresses through the earlier stages of fibrosis to F4 fibrosis, or cirrhosis, there is an increased occurrence of negative liver-related outcomes, including a more than 60% risk of cirrhosis-related complications such as ascites, jaundice, hepatic encephalopathy, variceal bleeds, liver cancer or liver transplant.  The median survival for a cirrhotic patient is approximately seven years. We believe that NASH therapies will have the most meaningful impact if they can both reverse fibrosis and prevent patients from worsening to cirrhosis.

Although the mechanism underlying the development and progression from simple steatosis to NASH and cirrhosis is poorly understood, insulin resistance and inflammatory mediators, including lipotoxicity, cytokines and oxidative stress, are believed to promote the development of NASH and its extrahepatic complications. Excess lipotoxic metabolites or fat metabolites in the liver are believed to provide the primary insult in the pathogenesis of NASH, and this metabolic dysregulation can create inflammatory and fibrotic damage. Evidence also supports a role for bile acids in the pathogenesis of liver inflammation and fibrosis. Accumulation of bile acids, and more toxic hydrophobic bile acids in particular, within hepatocytes can cause mitochondrial dysfunction, endoplasmic reticulum stress and immune cell infiltration that can ultimately lead to inflammation, cell death and liver injury.

The presence of diabetes also is associated with more severe liver disease and, in patients with NAFLD and NASH, type 2 diabetes is associated with more severe hepatic and adipose tissue insulin resistance, and more advanced liver steatosis, inflammation and fibrosis by liver histology. In addition, insulin administration may increase steatosis, making the treatment of patients with type 2 diabetes and NASH challenging.

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The natural history of NASH is variable from patient to patient and, while the NAS is a valuable tool for diagnosing the disease, it does not appear to be predictive of disease progression. The presence of fibrosis currently is the only factor that is highly predictive for identifying those patients who will progress to cirrhosis. On average, patients with NASH advance one fibrosis stage approximately every seven years. The mortality rate of patients with NASH with fibrosis has been estimated at 1.5% to 3.5% per year, and the leading cause of death (estimated at approximately 53%) of patients with NASH is liver-related. Each stage of worsening of fibrosis correlates to an exponential increase in liver-related mortality rates. Patients with F3 and F4 fibrosis have an approximately 17 times greater risk and 42 times greater risk, respectively, of liver-related mortality than those patients with NASH without fibrosis. Therefore, we expect that treatments that can drive the regression of fibrosis are more likely to have a meaningful impact on clinical outcomes for patients with NASH with F2 to F4 fibrosis.

Our Product Candidates

Aldafermin: A Rapid and Potent Approach to Treating NASH

Aldafermin is an engineered analog of human hormone FGF19 that is administered through a once-daily subcutaneous injection and has demonstrated the ability to rapidly improve NASH and reverse liver fibrosis in preclinical and clinical studies. We believe the combination of breadth, magnitude and speed of effect demonstrated by aldafermin in the studies we have conducted will result in a therapeutic agent that, if approved, would provide a needed medicine for physicians to treat patients with NASH with moderate to advanced fibrosis.

We initially identified FGF19 by using our proprietary rodent gastric bypass surgery model designed to discover hormones that may drive the beneficial metabolic effects observed following this type of surgery. We also demonstrated that serum levels of FGF19 are significantly increased in humans after gastric bypass surgery. FGF19 acts as an endocrine hormone to regulate systemic carbohydrate and energy homeostasis, similar to insulin, and also inhibits the production of bile acids in the liver. Systemic FGF19 levels are decreased in patients with NASH, type 2 diabetes or metabolic syndrome, and are normalized after gastric bypass surgery in diabetic human subjects.

The activities ascribed to FGF19 appear to be mediated primarily through two different receptor complexes: fibroblast growth factor receptor 4-beta-klotho, or FGFR4/KLB, and FGFR1c/KLB. FGFR4/KLB receptor complexes are found primarily in the liver and FGFR1c/KLB receptor complexes are found primarily in adipose tissue and the central nervous system. When activated, FGFR4/KLB inhibits the expression of the cholesterol 7alpha-hydroxylase 1, or CYP7A1, gene, which modulates bile acid production through the classical pathway in the liver. There is increasing evidence supporting the role of bile acids as a pathophysiological driver of NASH. Individuals with NASH are reported to have elevated hepatic and circulating concentrations of bile acids. As patients with NASH progress to F2 and F3 fibrosis stages, serum levels of bile acids double as compared to healthy volunteers. A combination of activities from FGFR4/KLB and FGFR1c/KLB are believed to promote multiple beneficial metabolic effects in the liver and systemically, including improved insulin sensitization, a reduction in de novo lipogenesis and an increase in fatty acid oxidation.

We designed aldafermin as an analog of human FGF19 to improve the drug-like properties of the protein, remove a tumorigenic signal observed in rodents and retain the beneficial properties of triggering the FGFR4/KLB and FGFR1c/KLB pathways. We believe this tandem receptor-complex activation enables an improvement in the metabolic function of the liver and reduction in bile acid synthesis, which, in turn, enables aldafermin to have a more rapid and direct impact on fibrosis as compared to other agents that only address the metabolic dysfunction of NASH, as illustrated in the figure below.

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Our Clinical Experience with Aldafermin in Patients with NASH

Our clinical development program for aldafermin was designed to first assess its safety and tolerability and then test for activity in humans in a variety of disease settings we believed might benefit from the signaling activity of the FGF19 pathway. Each of the trials we have conducted has provided insights into the activity of aldafermin in humans and informed our development plans for NASH. A consistent profile of activity and tolerability has emerged for the compound across these studies.

Aldafermin Phase 2 Clinical Trial in Patients with NASH: Efficacy Results

The Phase 2 aldafermin study in patients with histologically-confirmed NASH included four successive cohorts:

Key eligibility criteria were similar across study cohorts and included adult patients with biopsy-confirmed NASH, NAS ≥4 (with at least one point in each NAS component of steatosis, lobular inflammation and

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hepatocellular ballooning), presence of liver fibrosis and ≥8% liver fat content, or LFC, as measured by magnetic resonance imaging proton density fat fraction, or MRI-PDFF, an imaging biomarker. Cohorts 1, 2 and 3 enrolled F1-F3 liver fibrosis patients. Cohort 4 enrolled only F2-F3 liver fibrosis patients. Additionally, Cohorts 2-4 studied statin use for those patients that experienced a low-density lipoprotein, or LDL, cholesterol increase during the first two weeks of aldafermin treatment, as further described below. Results from Cohort 1 were presented at the International Liver Congress™ in 2017 and published in The Lancet in 2018. Data from Cohorts 2 and 3 were presented at the International Liver Congress in 2018 and The Liver Meeting® in 2018 and published in Hepatology in 2019. Data from Cohort 4 was published in Gastroenterology and presented at The Digital International Liver Congress and the Liver Meeting in 2020.  

In the Phase 2 trial, aldafermin activity was measured across a variety of imaging and serum biomarker measures, or non-invasive measures, as well as histological measures, in order to provide a comprehensive assessment of aldafermin’s activity on NASH disease pathology at different time points. For each of Cohorts 1-4, the primary endpoint was the absolute change from baseline to end of treatment in LFC. Responders were defined as patients who achieved a 5% or larger reduction in absolute LFC as measured by MRI-PDFF. Key secondary endpoints included assessments of safety and tolerability, percentage change from baseline (or relative change) in absolute LFC, normalization of LFC to less than 5% and changes from baseline and normalization in alanine aminotransaminase, or ALT, and aspartate aminotransaminase, or AST, biomarkers associated with hepatic inflammation and injury. Exploratory endpoints included the evaluation of biomarkers of NASH pathogenesis and fibrosis, including PRO-C3, the pro-peptide of Type III collagen and an exploratory biomarker of fibrogenesis, as well as assessment of changes in liver histology in a sub-population of patients (the 3 mg aldafermin dose group in Cohort 2 and all patients in Cohorts 3 and 4 who were treated with 1 mg aldafermin).

The table below summarizes the data generated in each of Cohorts 1-4 and shows the consistent effect across each of the non-invasive measures of NASH.

bx=biopsy

In August 2020, we announced final data from Cohort 4, including a new analysis of Cohort 4 data from patients with NASH with F3 liver fibrosis. Cohort 4 was statistically powered to demonstrate the effect of 1 mg aldafermin treatment versus placebo on the primary endpoint of change in LFC, which achieved statistical significance. In addition, the study assessed secondary and exploratory endpoints of liver histology and biomarkers of disease activity. The histology results revealed that treatment with aldafermin led to clinically meaningful improvements at 24 weeks versus placebo in fibrosis improvement of ≥1 stage with no worsening of NASH (38% of aldafermin-treated patients vs. 18% placebo) and in resolution of NASH with no worsening of liver

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fibrosis (24% of aldafermin-treated patients vs. 9% placebo). The study also demonstrated a statistically significant impact on the combined endpoint of both fibrosis improvement and resolution of NASH (22% in aldafermin-treated patients vs. 0% placebo).

*p=0.015; ***p<0.001

Efficacy data from a secondary analysis of patients with advanced liver fibrosis enrolled in Cohort 4 demonstrated that 30% of patients with F3 liver fibrosis treated with 1 mg aldafermin achieved fibrosis improvement >1 stage without worsening of NASH, compared to 0% in the placebo arm. A responder analysis conducted in patients with F3 liver fibrosis who achieved ≥30% LFC reductions showed that 46% of patients treated with 1 mg aldafermin had fibrosis improvement of ≥1 stage without worsening of NASH, compared to 0% of placebo patients.

Aldafermin Increases Serum Levels of LDL Cholesterol in Patients with NASH

A byproduct of aldafermin’s potent inhibition of the primary pathway for bile acid synthesis, also known as the classical pathway, is the elevation of LDL cholesterol in the serum of patients with NASH. Cholesterol serves as the precursor molecule in a multi-step enzymatic pathway that generates various forms of bile acids. CYP7A1 is the rate-limiting enzyme in this pathway and, therefore, serves as a regulatory control point for the classical pathway for bile acid synthesis. We believe a primary role of FGF19 and aldafermin is to inhibit bile acid synthesis through the classical pathway by activating a signaling cascade that inhibits CYP7A1 activity. We believe that as a direct effect of this on-target activity, cellular cholesterol is no longer metabolized to bile acids and instead is shunted into the blood stream, causing an elevation of serum LDL cholesterol.

We believe that elevated serum LDL cholesterol is a confirmatory indication of aldafermin activity in patients with NASH, which correlates with its beneficial effects on liver health. The impacts of these drug-induced changes in cholesterol are unknown. However, sustained and prolonged LDL cholesterol elevations in untreated patients are associated with cardiovascular disease through atherosclerotic plaque development. In Cohorts 2, 3 and 4 of our Phase 2 clinical trial of aldafermin, we demonstrated the ability of concomitant statin use to mitigate the serum LDL cholesterol elevations driven by aldafermin activity. Patients in these cohorts were directed to take 20 mg of rosuvastatin daily for the remainder of the trial once an elevation of LDL cholesterol of at least 10 mg/dl was recorded. The rosuvastatin dose was increased to 40 mg if required to adequately control LDL cholesterol while on treatment.

Analysis of lipid data presented at The Digital International Liver Congress in August 2020 found that the statin use algorithm applied to optimize the lipid management of both aldafermin and placebo patients in Cohort 4 was associated with an overall reduction in the 10-year atherosclerotic cardiovascular disease, or ASCVD, risk score for patients participating in Cohort 4. The analysis found that the 10-year ASCVD risk score declined from a baseline of 15% to 12% in patients treated with aldafermin at week 24 (compared to a decline from baseline of 12% to 11% in the placebo arm).  Over the course of the study, the concomitant use of aldafermin and

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rosuvastatin in Cohort 4 led to a mean LDL cholesterol decline of 19 mg/dL in the treatment group versus a mean decline of 16 mg/dL in the placebo group. Over the course of the study, in Cohort 4, triglycerides declined 62 mg/dL in the aldafermin treatment arm vs. 29 mg/dL in placebo. Data from Cohort 4 also showed no effect on blood pressure or heart rate in patients in the treatment arm.

Our Ongoing Aldafermin Clinical Trials

Overview

To date, aldafermin has been dosed in over 500 patients and healthy volunteers across multiple liver and metabolic diseases, including more than 200 patients with NASH. In addition to the completed Phase 2 clinical trial described above, aldafermin is currently being tested in the ongoing Phase 2b ALPINE 2/3 trial in patients with NASH with F2 and F3 liver fibrosis, which completed enrollment in September 2020, and in the ongoing ALPINE 4 trial in patients with NASH with F4 liver fibrosis and well-compensated cirrhosis, which commenced enrollment in February 2020.

Aldafermin Phase 2b ALPINE 2/3 Clinical Trial

The ALPINE 2/3 clinical trial is a multi-center, double-blind, placebo-controlled study administering 0.3 mg, 1 mg or 3 mg of aldafermin or placebo, once-daily, subcutaneously for 24 weeks to patients with NASH with F2 and F3 liver fibrosis. We enrolled and dosed approximately 170 patients across 30 sites in the United States. Patients receive liver biopsies to qualify for the trial and at the end of the 24-week treatment. The primary objective of the ALPINE 2/3 trial is to evaluate a dose response showing an improvement in liver fibrosis by ≥ 1 stage with no worsening of steatohepatitis at week 24. The enrollment criteria, study design and study conduct are consistent with the U.S. Food and Drug Administration, or FDA, draft industry guidance regarding the development of drugs for NASH that was published in December 2018. We expect to report topline results from our ALPINE 2/3 clinical trial in the second quarter of 2021.

Aldafermin Phase 2b ALPINE 4 Clinical Trial

The ALPINE 4 clinical trial is designed to evaluate the treatment effect of aldafermin in a population of patients with NASH with F4 liver fibrosis and well-compensated cirrhosis. The objective of this trial is to evaluate whether the fibrosis regression we have observed in patients with F2 and F3 fibrosis can also be achieved in compensated cirrhotic patients with NASH, for whom liver mortality rates are high and liver transplant is the only option. We initiated the ALPINE 4 clinical trial in February 2020 and expect to enroll approximately 160 patients across 70 sites in the United States, Europe, Hong Kong and Australia.

Our Future Aldafermin Clinical and Commercial Product Development Plans

There are currently no FDA-approved therapeutics for NASH. The FDA has provided draft guidance to the industry regarding acceptable development pathways for investigational NASH agents as follows:

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We believe many agents in development for NASH will opt for a Subpart H/E accelerated approval pathway and rely on surrogate endpoints for initial approval. Fibrosis stage is currently the only measurement that is correlated to liver outcomes and, therefore, the potential for many agents that will rely only on the resolution of a NASH surrogate endpoint to demonstrate clinical benefit will remain uncertain until a confirmatory outcomes study is successfully completed. In addition, while the FDA has provided guidance for accelerated approval of NASH therapies, no product has yet been successful in achieving regulatory approval in the United States.  If we seek accelerated approval for aldafermin for NASH based on a surrogate endpoint, the FDA may not accept such endpoint, may require additional studies or analysis or may not approve aldafermin on an accelerated basis, or at all.

We are leveraging the results of Cohort 4 of our Phase 2 clinical trial, as well as guidance from the FDA, to inform early Phase 3 planning and design. We expect that the ALPINE 2/3 clinical trial results, anticipated in the second quarter of 2021, coupled with results from a hepatic impairment study, will provide further information to support our design of a pivotal clinical trial program to enable a biologics license application, or BLA, submission. We believe the clinical data produced with aldafermin in patients with NASH to date supports a product profile that may be unique in the current landscape of NASH therapeutics in development. Our data suggests aldafermin is capable of improving fibrosis in patients after as few as 12 weeks of treatment, while also exerting a positive impact on the other parameters of NASH, including steatosis, lobular inflammation and hepatocellular ballooning. If our initial signals of activity continue in later-stage clinical development, we believe that aldafermin, designed as a once-daily injectable medication, will be well suited to treat patients with NASH with F2, F3 and, potentially, early F4 fibrosis. As a result of these findings, we believe aldafermin could be particularly well suited for more fibrotic, later-stage patients with NASH. This advanced disease population is typically under the care of hepatologists, as contrasted with the typically asymptomatic early-stage NASH population, the majority of whom have not yet been diagnosed.

We have obtained Fast Track designation for aldafermin for the treatment of NASH in adults.

Our goal is to position aldafermin to physicians, if aldafermin is approved, as a potent, rapidly-acting medication that can repair NASH-damaged livers to avoid progression to end-stage liver disease and liver transplantation.

In clinical trials to date, aldafermin has been delivered as a once-daily injectable using a pre-filled, single-use, glass syringe. We are developing a formulation of aldafermin intended to be suitable for testing in a more commercially attractive multi-use pen injector, similar to the devices currently delivering injectable type 2 diabetes treatments. Longer term, we are pursuing development of a longer half-life version of aldafermin that may enable less frequent dosing. At present, we have programs investigating delayed-release technologies and protein modification to support this strategy. These efforts are currently at the research stage.

Aldafermin Safety and Tolerability Profile in NASH

Aldafermin has been generally well tolerated. In patients with NASH receiving various doses of aldafermin (between 1 mg and 6 mg) in Cohorts 1-4 of our completed Phase 2 trial, the most common reported adverse events occurring in more than 10 percent of patients across all four cohorts included diarrhea, headache, abdominal distension, nausea, fatigue, vomiting, constipation, frequent bowel movements, injection site bruising, urinary tract infection, nasopharyngitis, and abdominal pain, injection site reaction, vitamin D deficiency, injection site symptoms (such as pruritus, erythema, or swelling), cough, fecal color discoloration, cholesterol and LDL cholesterol increase, with the majority of adverse events classified as mild to moderate. In Cohort 4 specifically, aldafermin 1mg had an overall adverse event profile that was similar to that of placebo, with no meaningful difference in gastrointestinal, or GI, or pruritus adverse events in aldafermin compared to placebo. The most common adverse events (occurring in more than 10 percent of patients in either treatment arm) were diarrhea, headache, abdominal distension, nausea, fatigue, diabetes mellitus and peripheral edema, were primarily mild to moderate and occurred with comparable frequency in both the aldafermin and placebo arms.    

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A single serious adverse event, or SAE, acute pancreatitis, was reported in Cohort 1 and assessed as possibly related to study drug. In Cohorts 2 and 3, six patients receiving aldafermin reported a total of eight SAEs, pleurisy, vertigo, headache, hypertension, cardiac arrest, chest pain, pneumonia and kidney mass, none of which were considered related to study drug. In Cohort 4 specifically, the rate of SAEs experienced were similar as between aldafermin (n=2) and placebo (n=3). The two SAEs in the aldafermin treatment arm, rectal bleeding and liver biopsy complication, were both considered unrelated to study drug.  

Aldafermin Patent Portfolio

As of December 31, 2020, we owned 23 issued patents in the United States, as well as issued patents in more than 40 foreign countries, including various member states of the European Patent Office, or EPO, covering aldafermin, related compositions-of-matter and methods of use. We also own patent applications covering similar subject matter in the United States, various member states of the EPO and multiple other foreign countries. The earliest issued patents in the United States are expected to expire in 2032, not including any patent term adjustments and any patent term extensions.

MK-3655 (formerly NGM313): An Insulin Sensitizer for the Treatment of NASH

MK-3655, previously known as NGM313, is a long-acting agonistic antibody discovered by us that selectively activates FGFR1c/KLB. In November 2018, Merck exercised its option for a license to conduct further research, develop and commercialize MK-3655 and other FGFR1c/KLB agonists pursuant to our Collaboration Agreement. As a result, under the current terms of the Collaboration Agreement, Merck is responsible for further MK-3655 development activities. In Phase 1 clinical testing conducted by us, MK-3655 demonstrated favorable tolerability and data has shown the agent is capable of reducing LFC and improving metabolic biomarkers in obese, insulin resistant subjects with NAFLD after a single dose. We believe that MK-3655 has the potential to be a treatment for those patients with NASH with early to moderate fibrosis with or without type 2 diabetes. In the fourth quarter of 2020, Merck initiated the Phase 2b clinical trial of MK-3655 administered every four weeks by subcutaneous injection to patients with F2 or F3 liver fibrosis and the trial is currently enrolling patients.

FGF21 is a protein hormone secreted by the liver, adipocytes, pancreas and skeletal muscle that regulates metabolic homeostasis. It exerts its effects on metabolic processes by signaling through the receptors known as FGFR1c, FGFR2c and FGFR3c; KLB functions as a co-receptor to enhance the binding of these receptors and is essential for mediating FGF21 activity. Multiple pharmaceutical companies have conducted human testing of therapeutics that are modified versions of FGF21. Early clinical trials of modified FGF21 ligands in humans demonstrated variable improvement in insulin sensitivity, reduction in LFC and improvement in lipid profile, body weight loss, NASH resolution and fibrosis improvement, suggesting potential utility in treating NASH. However, native FGF21 has been shown to have effects that may limit its potential for drug development as a result of potential effects on tremor, cortisol, bone and blood pressure and the potential to cause GI issues. We designed MK-3655 to harness the beneficial metabolic properties of FGF21 without some of its limitations.

MK-3655: An Agonistic Antibody of the FGFR1c/KLB Receptor Complex

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We believe that developing a specific, agonistic antibody that selectively activates the FGFR1c/KLB pathway may obviate the risks associated with therapeutics based on the native FGF21 ligand. MK-3655, through its highly specific binding to KLB, results in the exclusive activation of FGFR1c-mediated signaling without triggering signaling through the other FGF receptors, such as FGFR2c or FGFR3c. Moreover, as MK-3655 recognizes an epitope on KLB that is distinct from the FGF19 or FGF21 binding sites, it does not compete with these natural ligands for binding with the FGFR1c/KLB complex. We believe that this non-overlapping binding site reduces the potential for side effects resulting from MK-3655 inhibition of endogenous FGF19 and FGF21 hormone activity.

Our Clinical Experience with MK-3655

MK-3655 Phase 1 Single Ascending Dose, or SAD, and Multiple Ascending Dose, or MAD, Clinical Trial

Our first-in-human Phase 1 clinical trial of MK-3655 was a blinded, placebo-controlled study in overweight or obese but otherwise healthy adults in which single and multiple once-monthly subcutaneous injections of MK-3655 or placebo were tested to evaluate the safety, tolerability and pharmacokinetics, or PK, of MK-3655. MK-3655 was well tolerated, with signs of biological activity indicative of insulin sensitization after a single dose.

In the MAD portion of the study, three once-monthly doses ranging from 10 mg to 240 mg of MK-3655 were administered and, after 12 weeks, mean decreases from baseline in hemoglobin A1c, or HbA1c (the amount of glucose attached to hemoglobin), fasting glucose, fasting insulin and HOMA-IR (a measure of insulin resistance) were observed at the higher doses relative to placebo. Similar to the SAD portion of the study, a favorable lipid profile was demonstrated at the end of treatment on day 85, as shown in the table below. In patients from the SAD and MAD cohorts that received the highest dose level of MK-3655, an increase in placebo-subtracted body weight at end of treatment of 1.6 kg and 2.4 kg, respectively, was noted. This trend in body weight increase is consistent with the degree of insulin sensitization effects observed at these doses, and there was no evidence of edema, fluid retention or hemodilution associated with MK-3655 treatment. Despite the change in weight, there was no statistically significant increase in waist circumference in these cohorts of subjects receiving MK-3655. The beneficial changes in glucose metabolism, lipid levels and biomarkers of insulin sensitization supported further evaluation of MK-3655 in patients with fatty liver and insulin resistance.

MK-3655 Shown to Impact Key Glucoregulatory and Lipid Parameters

In both the SAD and MAD cohorts, MK-3655 was well tolerated. There were two SAEs reported in the MK-3655 treatment group, lower GI hemorrhage due to hemorrhoids and cholecystitis, both of which were deemed by the investigators to be unrelated to treatment with MK-3655. The majority of adverse events were mild to moderate in severity, and treatment-related events with the greatest proportion of subjects were GI disorders,

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injection site reactions, upper respiratory tract infections, headache and increased appetite. There were no changes in bone mineral density and bone formation and resorption markers observed in the MAD trial among subjects treated with MK-3655, in contrast to pioglitazone, an insulin sensitizer for the treatment of type 2 diabetes which has demonstrated beneficial activity in patients with NASH, where an increased risk of bone fractures in women has been described. No symptomatic hypoglycemia was observed with MK-3655 treatment. The PK profile suggests that MK-3655 displays nonlinear kinetics following a single dose, which is anticipated for an antibody that displays target-mediated clearance.

MK-3655 Phase 1b Early Proof-of-Concept Clinical Trial

We conducted a Phase 1b randomized, open-label, parallel group clinical trial to evaluate the safety, tolerability, PK and pharmacodynamics, or PD, of a single MK-3655 dose or of daily oral pioglitazone in 25 obese insulin resistant subjects with NAFLD. The Phase 1b clinical trial evaluated the ability of MK-3655 to decrease LFC to support the clinical development of MK-3655 in patients with NASH, as well as its effect on glucose disposal to assess the potential of MK-3655 in the treatment of patients with type 2 diabetes. A single subcutaneous dose of 240 mg MK-3655 was selected based on the clinical PK and PD data and the tolerability profile from the Phase 1 SAD/MAD trial described above. The highest approved daily oral dose of 45 mg pioglitazone was used in this study to provide the opportunity for maximal efficacy as a comparator in a trial with a short treatment duration of five weeks.

The primary objectives of the trial were to evaluate changes from baseline in LFC as measured by MRI-PDFF at day 36 and changes from baseline in whole body insulin sensitivity at day 29 in subjects treated with MK-3655 as compared to pioglitazone. A single dose of MK-3655 resulted in a statistically significant least squares mean change from baseline to day 36 of -6.3% and -37% in absolute and relative LFC, respectively (p<0.0001), while daily dosing of 45 mg pioglitazone resulted in a statistically significant least squares mean change from baseline to day 36 of -4.0% and -25%, respectively (p<0.001). The change from baseline with MK-3655 treatment was not significantly different relative to that observed with pioglitazone (p=0.08), however, the study was not powered to demonstrate statistical significance between groups. In addition, results indicated that a single dose of MK-3655 resulted in a statistically significant mean decrease from baseline of 0.24% in HbA1c at day 36 (p<0.0001), as compared to a decrease of 0.11% with a daily dose of 45 mg of pioglitazone, without hypoglycemia. A reduction in HbA1c of the magnitude observed in this study’s insulin resistant, non-diabetic patient population in this time frame supports the potential of MK-3655 to improve glucose control in type 2 diabetes patients. This was accompanied by statistically significant reductions from baseline in HOMA-IR, serum concentrations of fasting glucose, ALT, AST, triglycerides and LDL cholesterol, and a statistically significant increase in HDL cholesterol levels at day 28 (all p<0.05). PRO-C3 was also significantly reduced with MK-3655 treatment but not with pioglitazone (p<0.01).

MK-3655-treated patients had a least squares mean increase from baseline in body weight of 1.6 kg at day 36, as compared to 2.4 kg with pioglitazone. This study indicated that MK-3655 was well tolerated, with no SAEs and no adverse event leading to study discontinuation. All adverse events observed during the course of the study were deemed mild, with increased appetite (12%) and injection site reaction (12%) being the only adverse events reported in at least 10% of MK-3655-treated subjects.

Data from the Phase 1 SAD/MAD clinical trial and the Phase 1b clinical trial support the potential for MK-3655 to be the first insulin sensitizer approved for the treatment of NASH, without the safety concerns that impact currently available agents targeting insulin resistance, such as edema, fluid retention, heart failure and bone fractures. Given that the metabolic changes of MK-3655 were seen after only a single dose, it is possible that a more substantial improvement might be observed after longer duration of treatment.

Ongoing MK-3655 Phase 2b Clinical Trial in NASH

Because Merck exercised its option to MK-3655 under the Collaboration Agreement, Merck is responsible for all future MK-3655 development under the current terms of the Collaboration Agreement. At the end of 2020, Merck initiated a Phase 2b study of MK-3655 for the treatment of patients with NASH with F2 or F3 fibrosis and is enrolling patients in the trial. The Phase 2b trial is a multi-center, double-blind, placebo-controlled study administering 50 mg, 100 mg and 300 mg doses of MK-3655 administered every four weeks compared to placebo for 52 weeks. Merck designed the trial to enroll approximately 320 patients across 137 sites globally. Patients receive liver biopsies to qualify for the trial and at the end of the 52-week treatment. The primary objective of the Phase 2b study is NASH resolution without worsening of fibrosis at 52 weeks.

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MK-3655 Patent Portfolio

As of December 31, 2020, we owned three issued patents in the United States, as well as pending patent applications in the United States and granted patents and pending patent applications in multiple jurisdictions outside of the United States covering MK-3655, related compositions-of-matter and methods of use. The earliest issued patents in the United States are expected to expire in 2035, not including any patent term adjustments and any patent term extensions.

NASH Competition

Current Treatments

Currently, there are no therapeutic agents approved by the FDA or the European Medicines Agency, or EMA, for the treatment of NASH. Weight loss through diet and lifestyle management is currently considered the first-line treatment strategy for NASH and is associated with improvement in liver histology and a reduction in cardiovascular and metabolic complications. However, fewer than 10% of patients are successful in achieving or maintaining at least a 10% total body weight loss that is sufficient to improve fibrosis and, therefore, require other interventions. In cases of morbid obesity, gastric bypass surgery has been successful in resolving NASH in a majority of patients; however, the effect on fibrosis improvement was less substantial and the risk of complications and expense of the surgery limit more widespread use.

In the absence of approved products, some physicians utilize agents approved for other indications, including Vitamin E and pioglitazone; however, the evidence of their effect on NASH is modest and/or they have safety issues that limit acceptance. Given the increasing disease burden and lack of approved treatment options, the development of novel pharmacologic therapies to treat NASH is critical.

Treatments in Development

While there are many agents in clinical development for NASH, the landscape can be subdivided into a few mechanistic classes based on the putative disease drivers they target. Most treatment approaches for NASH have focused on the prevention or reversal of liver injury either by predominantly treating the metabolic dysregulation of the disease or through directly targeting inflammatory or fibrogenic pathways. NASH is a chronic, slowly progressing disease and many believe that slowing the progression or reversing disease requires treatment periods of at least 12 months.

Product Candidates Pursuing a Metabolic Approach to Treating NASH

Certain NASH drug development candidates are focused on the metabolic components of the disease, such as insulin resistance and lipotoxicity, that are associated with the inception and early stages of the disease pathology. The rationale for these product candidates is an expectation that the improvement of the underlying liver insult of metabolic dysregulation will allow the liver to recover over the long term, which would potentially allow the liver to repair itself and eventually improve fibrosis. Metabolically-oriented mechanism of action classes that have product candidates with histological proof-of-concept data include Madrigal Therapeutic, Inc.’s resmetirom and Viking Therapeutic’s VK2809, both thyroid hormone receptor β-selective (THRβ) agonists; Novo Nordisk AS’s glucagon-like peptide (GLP)-1 agonist, semaglutide; the stearyl-CoA desaturase inhibitor aramchol from Galmed; Inventiva SA’s pan-peroxisome proliferator-activated receptors (PPAR) agonist, lanifibranor; and Akero Therapeutics, Inc.’s efruxifermin, and 89 Bio’s BIO89-100, both analogs of fibroblast growth factor 21 (FGF21); and Genentech/Roche’s BFKB8488A, an FGFR1c/KLB bi-specific agonistic antibody.

Although clinical data for some compounds in this mechanistic class show a beneficial effect on steatosis and an improvement in the NAS, the effect on fibrosis is likely to be highly dependent on the compound being tested. Any of these metabolic-focused compounds that are ultimately approved may be appropriate to halt the progression of disease in earlier-stage patients with NASH or to be used in combination with other agents. Considering the correlation of liver failure outcomes with fibrosis stage, we believe the patients with NASH with moderate to advanced fibrosis (F2 to F4) will require a more potent and fast-acting agent to prevent the progression to end-stage liver disease.

Product Candidates Pursuing an Anti-Inflammatory and/or Anti-Fibrotic Approach to Treating NASH

Product candidates targeting various mechanisms with possible anti-inflammatory and anti-fibrotic effects are also in clinical testing for NASH. These classes of compounds have shown mixed results in meaningfully

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improving the fibrosis score of patients. Where fibrosis improvements have been shown, results have either been transient or not accompanied by significant improvements in other histological measures of the disease, which may reflect the difficulty in treating the disease without removing the underlying insult of lipotoxicity or the challenge of impinging on the complex process of hepatocellular death and fibrosis from collagen deposition by intervention through a single pathway. Members of the “anti-inflammatory” or “anti-fibrotic” mechanism of action classes with compounds that have histological proof-of-concept data include farnesoid X receptor (FXR) agonists, such as Intercept Pharmaceuticals, Inc.’s, or Intercept’s, obeticholic acid and Enanta Pharmaceuticals, Inc.’s EDP-305; and a chemokine (C-C motif) receptors 2 (CCR2) and 5 (CCR5) dual antagonist. A New Drug Application, or NDA, for obeticholic acid was filed with the FDA by Intercept in September 2019 and received a complete response letter in June 2020.  Intercept has reported that it intends to resubmit its NDA for obeticholic acid by the end of 2021.

An ongoing consideration in NASH clinical development is pursuing combination treatments in an attempt to combine agents with less than optimal activity on their own to achieve a more clinically meaningfully result.  Combinations currently being evaluated in proof-of-concept trials include: metabolic/anti-fibrotic combinations such as semaglutide/cilofexor/firsocostat and tropifexor/licogliflozin (FXR agonist/SGLT-2, both from Novartis AG) and anti-inflammatory/anti-fibrotic duos such as cenicriviroc/tropifexor.

Therapeutic Area: Retinal Diseases

Complement C3 is a protein implicated in the pathology of GA. NGM621 is a humanized Immunoglobulin 1, or IgG1, monoclonal antibody engineered to potently bind to, and be a long-acting inhibitor of, complement C3 activity. In preclinical models, NGM621’s high-affinity binding to C3 has demonstrated the potential for potent C3 inhibition. NGM621 is currently being tested in the ongoing Phase 2 CATALINA clinical trial in patients with GA to evaluate its effects on disease progression when given every four weeks or every eight weeks via intravitreal, or IVT, injections. The first patient was dosed in the CATALINA trial, which we designed to be a proof-of-concept trial, in July 2020. Under the current terms of the Collaboration Agreement, Merck has a one-time option to license NGM621 upon completion of a proof-of-concept study in humans.

Geographic Atrophy Disease Overview

GA is the advanced form of one of two types of advanced age-related macular degeneration, or AMD, and is a major cause of blindness for elderly patients in mainly developed countries.  GA has no FDA- or EMA-approved treatments and we are not aware of any approved treatments for GA in other countries. GA afflicts over one million patients in the United States, similar to its neovascular counterpart, commonly referred to as wet AMD, and approximately five million patients worldwide. GA is a progressive retinal degenerative disease and can exact an emotional, economic and societal toll on both patients and their caregivers. One in six people with GA becomes legally blind within six years of diagnosis. The decline in visual function experienced by patients with GA is typically bilateral and directly related to the progressive loss of retinal photoreceptors, retinal pigment epithelium, or RPE, and choriocapillaris in the macular, or central, region of the retina. As the pattern and location of the atrophic lesions within the macula varies by patient, the visual deficits they experience vary in severity and impact until the foveal region, a depression in the inner retinal surface that is specialized for maximum visual acuity, is completely affected. The visual symptoms of GA are associated with disease burden and functional consequences for the patient, which can include the inability to drive, read and perform activities of daily living, a reduction in quality of life and increased likelihood of accidents or injuries. Dysregulated activation of the complement system, a key component of the immune system, including complement C3, has been implicated in the onset and progression of GA.

NGM621: A Potential Treatment for Geographic Atrophy

NGM621 is a proprietary humanized inhibitory monoclonal antibody that binds with high affinity to complement C3 and potently blocks downstream complement activation. Human genetics and histopathological data strongly suggest that overactivation of the complement system is linked to the development and progression of AMD overall and GA specifically and causes chronic inflammation, cell injury and death of retinal photoreceptors, RPE and choriocapillaris, leading to irreversible vision loss. The genetic evidence suggests that variants in the complement pathway account for the majority of the known genetic risk for GA and AMD. In humans, histopathological analysis of eyes afflicted with GA show a deposition of complement proteins, including C3, on photoreceptors preceding their degeneration. Accordingly, there is both genetic and physiological

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evidence implicating the role of complement in the pathology of the disease and suggesting that inhibition of complement activation may effectively slow the progression of photoreceptor loss.

A central component of the mammalian immune system, complement can be activated by three main pathways, the classical, lectin and alternative pathways, that converge on complement C3, a master regulator of the complement cascade. NGM621 inhibits complement activation at the level of C3, which affords the opportunity to block an array of potentially detrimental downstream effects. Complement C3 is the most upstream point of convergence for all three complement activation pathways and encouraging preclinical and clinical data support inhibition of complement C3 as a promising therapeutic strategy in GA.

The Complement Cascade

NGM621 binds with high affinity to intact human C3 (K_D=0.34 nM) but shows significantly lower affinity (>100-fold) to C3 cleavage fragments C3a, C3b, C3c and C3d. This novel binding profile, characterized by high affinity and specificity for intact C3, translates into potent NGM621-mediated inhibition of complement activation via both the alternative (IC₅₀ =37 nM) and classical (IC₅₀=74 nM) pathways in in vitro hemolytic assays. Furthermore, NGM621 has demonstrated in vivo activity in an ocular complement activation model in cynomolgus monkeys.

The evaluation of NGM621 in patients with GA also provides an opportunity to test the effects of complement inhibition on disease progression using a molecule that lacks polyethylene glycol, or PEG, modification to aid ocular residency. Certain other complement inhibitors in development for GA that are PEGylated have demonstrated numerical dose-dependent increases in new onset wet AMD. The cases of wet AMD are characterized by choroidal neovascularization, or CNV, in the eyes being studied, which means abnormal blood vessels are growing in the retina, causing vascular leakage and in most cases requiring anti-VEGF treatment. The findings in recent clinical trials of other complement inhibitors in development potentially implicate contributions from complement inhibition and/or PEG modification to the undesirable development of CNV. However, clinical evidence from several other GA trials with complement inhibitors, together with studies in nonclinical AMD models, suggest that complement inhibition may not promote development of CNV. In fact, C3 inhibition in a nonclinical model approximating wet AMD in mice results in a significant reduction of vascular leakage; whereas, in the same model, IVT injection of PEG leads directly to an exacerbation of vascular leakage and angiogenesis. This suggests that NGM621, which lacks PEG modification, may not exacerbate CNV, which could be a safety advantage. As a result, given the significant unmet medical need for treatment for GA, NGM621

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has the potential to provide a desirable treatment option with a favorable efficacy and safety profile, acting to slow the rate of disease progression while retaining the advantages of less frequent dosing.

Our Clinical Experience with NGM621

Our clinical development program for NGM621, which is focused on ocular and not systemic administration, was structured to first assess safety and tolerability in a Phase 1 single dose and multi-dose escalation trial and then continue to evaluate safety as well as test for efficacy in a robust Phase 2 trial for patients with GA.

NGM621 Phase 1 Safety and Tolerability Trial

We initially conducted a first-in-human, open-label Phase 1 clinical trial of NGM621, administered via IVT injections, in patients with GA. We announced the results of this trial in November 2020 at the American Academy of Ophthalmology 2020 Virtual, or AAO. The primary objective of the trial was to assess the safety and tolerability of single and multiple IVT injections of NGM621 in patients with GA. Secondary objectives were to characterize the serum PK of single or multiple doses of NGM621. The trial enrolled 15 patients across three single-ascending dose cohorts of NGM621, 2 mg, 7.5 mg and 15 mg, the maximum planned dose in the study, and a multiple dose cohort that received two 15 mg doses separated by four weeks. Patients were dosed sequentially and followed closely over 12 weeks. All 15 patients completed the 12-week study follow-up period.

Data from the trial showed that NGM621 was well tolerated, with no patients experiencing SAEs, drug-related adverse events, intraocular inflammation, endophthalmitis or CNV. No dose-related safety patterns or concerns were identified. Ocular adverse events observed were mild in severity and representative of those commonly associated with IVT injections. No vision-related safety signals were detected. On average, patients maintained their visual acuity over the 12-week follow-up study duration.  

We demonstrated in the Phase 1 trial that the serum PK of NGM621 was linear and dose proportional.  NGM621 serum exposure was below concentrations expected to produce systemic complement inhibition after IVT injection of the 15 mg dose. Based on the data presented at AAO and our ocular PK and PD preclinical modeling suggesting that NGM621 may potentially achieve a greater than 90% reduction in free C3 in the eye for seven weeks following a single IVT dose of 15 mg, we believe NGM621 has the potential for up to an every eight-week (or every other month) dosing regimen at the 15 mg dose level.

NGM621 Phase 2 CATALINA Clinical Trial - Ongoing

We met with the FDA in August 2020 to discuss a potential regulatory path for NGM621. Following these discussions, we designed the Phase 2 CATALINA clinical trial to be a Phase 3-supportive or -enabling study. The primary objectives of this multicenter, randomized, double-masked, sham-controlled trial are to evaluate the efficacy and safety of NGM621 IVT injections compared to sham control. Patients will be randomized to one of four treatment groups in a ratio of 2:1:2:1 to receive IVT injections of NGM621 or sham every four weeks or every eight weeks for a total of 52 weeks and monitored for an additional four weeks upon treatment completion. The trial is designed to enroll 240 patients diagnosed with GA in one or both eyes in the Phase 2 CATALINA trial.

The primary efficacy endpoint is the rate of change in GA lesion area, as measured by fundus autofluorescence imaging, over 52 weeks of treatment. The primary safety endpoints will evaluate the incidence and severity of ocular and systemic adverse events from treatment with NGM621 compared to sham control.  

Future NGM621 Clinical and Commercial Product Development Plans

The FDA has recognized the importance of developing therapies for GA and has defined a path for approval for agents that can safely and effectively reduce the rate of GA lesion area enlargement.  The FDA has emphasized that for drug and biologic approvals the FDA has a clear preference for functional over anatomic endpoints, as these endpoints offer the lowest variability and matter most to patients, but the FDA recognizes that GA lesions represent non-seeing retina, where photoreceptors and RPE cells are absent, and that reducing the growth of these lesions reduces the rate of further functional loss. Assessing the presence and progression of GA from an anatomical perspective requires capturing standardized images and quantifying the total area affected, as well as the location of atrophy, particularly relative to the foveal center.

Our NGM621 clinical development approach is to use the results we obtain from our ongoing Phase 2 CATALINA trial and guidance from the FDA to inform Phase 3 planning and design. We expect that the

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CATALINA trial results will provide important information to support our design of a pivotal program to enable a BLA submission.

NGM621 Patent Portfolio

As of December 31, 2020, we did not own or have a license to any issued patent that covers NGM621. However, NGM621 and related compositions-of-matter and methods of use are disclosed and claimed in patent applications pending in the United States and in multiple jurisdictions outside of the United States. Any patent that may issue from any of these pending applications would be expected to expire no earlier than 2039, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.

Geographic Atrophy Competition

Current Treatments

There are currently no FDA-approved or EMA-approved medicines available to treat GA. Patients with GA have very limited options outside of clinical trial participation. They are observed by their ophthalmologist or retina specialist for the purposes of documenting disease worsening, through imaging and visual acuity testing, and to monitor for any conversion to wet AMD (which is treatable with anti-VEGFs).  Some patients with GA take AREDS formula vitamins which have been shown to reduce the risk of progression to advanced forms of AMD; however, results from the AREDS trials have shown that there is no benefit to reducing the rate of existing GA progression. As their vision declines, patients with GA can receive visual rehabilitation and instruction on adaptive tools, like magnifiers, to help manage their disability as well as possible.

Treatments in Development

While there are a number of agents in clinical development for GA, the landscape can be subdivided into either agents targeting the complement pathway or agents targeting other pathways implicated in AMD pathogenesis. Most treatment approaches for GA have focused on reducing the rate of GA lesion area progression, as assessed by imaging. GA is a chronic, progressive disease and, currently, many believe that slowing the progression of disease requires treatment periods of at least 12 months to show a meaningful treatment benefit relative to sham control.

Product Candidates Pursuing a Complement Pathway Modulation Approach to Treat GA

Multiple complement inhibition therapies are under clinical evaluation in patients with GA, although to date no treatment has received regulatory approval in the United States for GA. For example, Apellis Pharmaceuticals, Inc.’s APL-2, a PEGylated peptide inhibitor of C3, is being investigated in an ongoing Phase 3 clinical trial, and IVERIC bio, Inc.’s Zimura^®, a PEGylated aptamer inhibitor of complement C5, recently completed a Phase 2/3 clinical trial and has begun a second confirmatory Phase 3 trial. APL-2 and Zimura both demonstrated statistically significant reductions in the rate of GA lesion area growth in their respective Phase 2, or Phase 2/3 in the case of Zimura, trials. Other agents targeting the complement pathway include Ionis Pharmaceuticals, Inc.’s IONIS-FB-LRx, a factor B inhibitor in Phase 2 development; Hemera Biosciences, LLC’s HMR59, a gene therapy in development that produces CD59 to inhibit the complement membrane attack complex formation; Gemini Therapeutics, Inc.’s complement factor H replacement agent in Phase 2 development; and Gyroscope Therapeutics Limited’s gene therapy GT005, replacing CFI in patients with genetically defined GA in Phase 2 development. Previously, in 2017, Roche announced that lampalizumab, an inhibitor of factor D, a rate limiting enzyme in the alternative complement activation pathway, failed to meet the primary endpoint in two Phase 3 trials in GA.

Product Candidates Pursuing Other Mechanistic Approaches to Treat GA

There are multiple product candidates in development that target other pathways implicated in AMD pathogenesis, including HtrA1 inhibition (for example, RG6147 in Phase 2 development by Roche) and visual cycle modulators (for example, ALK001 in Phase 3 development by Alkeus Pharmaceuticals, Inc.). Additionally, there are stem cell products being developed with the potential to replace RPE cells in late-stage GA and with the intent of preserving or improving visual function. Most of these stem cell studies are in Phase 2 (for example, OpRegen in development by Lineage Cell Therapeutics, Inc.; CPCB-RPE1 in development by Regenerative Patch Technologies LLC; and ASP7217 in development by Astellas Pharma Inc.)

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Therapeutic Area: Oncology

Our discovery research and early development teams have been focused on discovering and developing novel immunotherapies to treat cancer. Through deep interrogation of human biology and genetics, we have made several discoveries about the role of immune suppression, immune modulation and metabolic regulation in cancer. In the second half of 2020, we disclosed that we are developing NGM707 and NGM438, product candidates designed to treat cancer through myeloid reprogramming that reverses immune suppression in the tumor microenvironment by promoting the remodeling of the tumor’s extracellular architecture that restricts T cell infiltration of the tumor cell mass. These two product candidates join NGM120, a proprietary antagonistic antibody that binds glial cell-derived neurotrophic factor receptor alpha-like, or GFRAL, and inhibits growth differentiation factor 15, or GDF15, signaling in NGM’s oncology portfolio. NGM120 is being studied for the potential treatment of both cancer and cancer anorexia/cachexia syndrome, also referred to as CACS or cancer-related cachexia. Cachexia is not unique to cancer and is also commonly seen in patients suffering from other chronic debilitating diseases, such as chronic obstructive pulmonary disease and congestive heart failure.

NGM120 results from several discoveries made by our scientists related to the GDF15 pathway. In preclinical studies of NGM120, we have demonstrated that blocking the interaction between GFRAL and GDF15 can both reduce tumor-associated weight loss and slow tumor growth, potentially providing a novel treatment for cancer-related cachexia and cancer.   We are currently conducting a Phase 1a/1b dose-finding clinical trial with two cohorts: a Phase 1a cohort evaluating NGM120 as a monotherapy in patients with select advanced solid tumors and a Phase 1b cohort evaluating NGM120 in combination with gemcitabine and Abraxane® (paclitaxel protein bound) in patients with metastatic pancreatic cancer. Enrollment in this Phase 1a/1b dose-finding trial is complete and we expect to report topline data in the second half of 2021. We recently initiated a placebo-controlled expansion of the Phase 1b portion of the trial testing NGM120 in combination with gemcitabine and Abraxane as first-line treatment in patients with metastatic pancreatic cancer to evaluate NGM120’s effect on both cancer-related cachexia and cancer, building upon our experiences in the Phase 1a/1b trial.

NGM707 is a proprietary dual antagonist monoclonal antibody that inhibits Immunoglobulin-like transcript 2, or ILT2 (also known as LILRB1), and Immunoglobulin-like transcript 4, or ILT4 (also known as LILRB2).  ILT2 and ILT4 are key myeloid and lymphoid checkpoints that may restrict anti-tumor immunity, enable tumors to evade immune detection and contribute to T-cell checkpoint resistance. ILT2 and ILT4 are upregulated on macrophages in the tumor microenvironment of certain patients with cancer who are non-responders to T-cell checkpoint inhibitor therapy and, therefore, may serve as T-cell checkpoint inhibitor resistance mechanisms. We expect to commence a first-in-human Phase 1 clinical trial of NGM707 in patients with advanced solid tumors in mid-2021.

NGM438 is a proprietary antagonistic antibody that is designed to inhibit leukocyte-associated immunoglobulin-like receptor 1, or LAIR1, and promote immune detection and activation against advanced solid tumors. Reinvigoration of collagen-suppressed immune cells by blocking the binding of collagens to LAIR1 may address a key resistance mechanism that limits solid tumor responses to current immunotherapies. We plan to make an IND submission in the second half of 2021. We expect to commence a first-in-human Phase 1 clinical trial of NGM438 in patients with advanced solid tumors in the fourth quarter of 2021.

Under the current terms of the Collaboration Agreement, Merck has a one-time option to license each of NGM120, NGM707 and NGM438 upon completion of a proof-of-concept study for each product candidate in humans.

Cancer Disease Overview

Cancer and the Promise of Immunotherapies

The term cancer refers to a variety of related cell proliferation diseases. In all types, cancer presents itself as the abnormal growth of cells, where cells have lost normal control mechanisms and, as a result, are able to multiply continuously, invade nearby tissues and migrate to distant parts of the body. Cancer is a leading cause of death globally and was responsible for an estimated 9.5 million deaths in 2018. There were an estimated 18 million newly diagnosed cancer cases around the world in 2018, excluding non-melanoma skin cancer. By 2040, the number of new cancer cases globally per year is expected to rise to 29.5 million and the number of cancer-related deaths per year to grow to 16.4 million. Cancer was the second leading cause of death in the United States, causing approximately 600,000 deaths in 2019.

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Recent advances in cancer immunotherapy, including checkpoint inhibition, has ushered in a new era of cancer treatment. This innovation has been important; however, many patients and/or types of cancer remain unresponsive to currently approved therapies utilizing this approach. For example, since their introduction, immune checkpoint inhibitors targeting Programmed Cell Death Protein 1 and Programmed Cell Death Protein Ligand 1, or PD-1 and PD-L1, respectively, have driven significant improvements in clinical outcomes, especially in certain cancer types that are immunogenic, or capable of provoking an immune response. However, the overall response rate to PD-1/PD-L1 inhibitors is typically only 20-30%. Furthermore, given tumor heterogeneity and the complexity of cancer escape mechanisms that are still not fully understood, even patients with cancer who experience a full or partial response using checkpoint inhibitors may eventually experience cancer progression.

Over the last five years, we have focused our cancer research on immune-modulating therapies and we are currently developing an emerging class of molecules that inhibit myeloid- and stromal-checkpoints of the anti-tumor immune response. Cellular and noncellular interactions combine to suppress the immune response within a tumor, both enabling tumor growth and conferring resistance to therapies targeting cancer cells. When present in this type of suppressive tumor microenvironment, myeloid cells and stroma, which is comprised of connective tissue, can cooperate to inhibit anti-tumor immune responses using multiple mechanisms, including suboptimal T-cell priming, T-cell suppression and physical exclusion of immune cells from the cancer cells. By blocking these suppressive factors from the tumor microenvironment, myeloid cells can play a pivotal role in promoting anti-tumor immunity, where they can act to both kill cancer cells directly as well as recruit and activate T cells by secreting cytokines and inflaming the tumor.

Given the significant unmet need in cancer today, myeloid and stromal immune-checkpoint inhibitors may play an important role in future cancer treatments. By removing one of the “brakes” on the immune system using an approach that complements current treatments, new therapies may be able to reprogram myeloid cells in the tumor microenvironment from a suppressive to an activating phenotype. Such conditions would promote the anti-tumor immune response by converting “cold” tumors that are not immunogenic into “hot,” or inflamed, ones and make them more responsive to T-cell checkpoint inhibitors. We believe that reversing immune suppression by reprogramming myeloid cells represents a promising new therapeutic area of immuno-oncology that may enable the more effective treatment of certain cancers. 

Cancer-Related Cachexia

Cancer-related cachexia is a disorder that causes extreme weight loss and muscle wasting that is debilitating and life-threatening and for which there is no FDA- or EMA-approved therapy. Cachexia is a common co-morbidity linked to many cancers and is associated with increased hospitalization and shortened survival compared to patients with cancer who do not exhibit cachexia. Cachexia is estimated to be the direct cause of approximately 30% of cancer deaths globally and is estimated to affect 60 to 80% of advanced cancer patients. Furthermore, studies have shown that patients with cancer who do not experience body weight loss have an improved prognosis. While cachexia can occur in all types of cancer, particularly high incidence rates are observed in pancreatic, non-small cell lung and gastric cancers, at 54%, 36% and 67% of patients, respectively. Elevated serum levels of GDF15 have been shown to be associated with cachexia.

Our Product Candidates

NGM120: A Potential Novel Treatment for Cancer-Related Cachexia and Cancer

Overview of NGM120

Our scientists have made several discoveries related to GDF15, including identifying its cognate receptor, GFRAL. GFRAL is expressed in a specific region of the hindbrain, partially outside the blood brain barrier. Our preclinical research suggests the central role of the GDF15/GFRAL pathway in promoting tumor-associated appetite regulation, metabolic regulation and immune modulation. In vivo screening of human genes shows that GDF15 expression correlates to an outsized effect in weight loss and, in animal models, elevated serum levels of GDF15 drive substantial weight loss and are a regulator of feeding, metabolism and immune function. In addition, evidence has shown that serum levels of GDF15 are elevated in patients with numerous tumor types.  Based on available scientific literature, increased serum levels of GDF15 are associated with a worse prognosis in prostate, colorectal, esophageal and ovarian cancers.

As a result of our identification of GFRAL, we developed novel insights into the mechanism of action of GDF15 and the structure and function of the GDF15/GFRAL interaction. NGM120 is a proprietary inhibitory antibody binding GFRAL that is designed to block the effects of elevated serum levels of GDF15. We designed

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NGM120 as a potent, humanized monoclonal antibody inhibitor of GFRAL with the potential for once-monthly or less frequent dosing. In numerous preclinical pharmacology models, NGM120 has been shown to reverse and inhibit both GDF15-mediated body weight loss and increase in energy expenditure. For example, as demonstrated in the graph below, mice that received human fibrosarcoma cells (shown in the gray closed circles) rapidly lost significant body weight compared to the control mice who did not receive the fibrosarcoma cells (shown in the open circles).  However, when treated with an anti-GFRAL antibody similar to NGM120 that is active in mice, called NGM120s, the body weight loss induced by the tumor cells was rapidly reversed in these mice (shown in the red closed circles).

A Murine Model of Cancer-Related Cachexia Syndrome

We also tested whether using inhibitory antibodies blocking the interaction between GFRAL and GDF15 could provide a novel approach to developing treatments for cancer. As shown in the graph below, in a preclinical study, Lewis Lung Carcinoma cells engineered to express human GDF15 were injected into GFRAL knockout and wild-type mice. The knockout mice were genetically modified to inactivate the GFRAL receptors, whereas the wild-type mice were capable of normal GFRAL receptor expression. Tumor-derived GDF15 appears to impact survival in mice in which the GFRAL signaling pathway is intact. In contrast, mice lacking GFRAL were resistant to the effects of elevated serum levels of GDF15. This indicates the potential for anti-GFRAL antibodies to improve patient survival in certain tumor types that express high levels of GDF15, in addition to potentially preserving body mass and preventing development of cachexia.

Impact of GDF15 on Survival in Mice Implanted with Lewis Lung Carcinoma Cells

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We also saw the impact of anti-GFRAL antibodies when we implanted pancreatic tumor cells, which express GDF15, into the pancreas of mice and monitored tumor growth over time after treatment with NGM120s or a control. After 7 days, tumor growth was assessed, and 6 of 10 mice dosed with the placebo control had tumors while there were no detectable tumors in those treated with the anti-GFRAL antibody. After 14 and 21 days, tumors were detected in the anti-GFRAL treated mice, but the tumor burden was significantly reduced in these mice compared to mice treated with the control.

Additionally, as shown in the graph below, in a preclinical study of a pancreatic tumor model in mice, we observed that the control group demonstrated substantial tumor growth, while the animals who were treated with NGM120s demonstrated substantially reduced tumor growth. We also saw improved survival in the group of mice who received NGM120s.

NGM 120s Shown to Reduce Tumor Growth and Improve Survival in a Pancreatic Tumor Model in Mice

From our preclinical testing, we further believe that antibodies against GFRAL may be inherently superior to antibodies against GDF15. GDF15 expression can rise dramatically in response to tissue injury due to chemotherapy and many chronic debilitating diseases, such as cancer, chronic obstructive pulmonary disease and congestive heart failure, and may be too high to be effectively neutralized by an anti-GDF15 therapeutic antibody. Therefore, we believe that an inhibitory antibody that binds to GFRAL may provide a more efficient therapeutic approach. As a result of our extensive preclinical work, we believe that inhibitory antibodies blocking the interaction between GFRAL and GDF15 could provide a novel approach to developing treatments for anorexia, cachexia and, potentially, cancer.

Our Ongoing and Future NGM120 Clinical Development Plans

In 2019, we completed a Phase 1 single ascending dose (n=48) and multiple ascending dose (n=44) clinical trial assessing the safety, tolerability and PK of NGM120 in healthy adult subjects.  NGM120 was well tolerated at all doses studied and the PK profile of NGM120 had a terminal half-life of approximately 35 days.  There were two reported SAEs in the NGM120 treatment arms: renal colic and bipolar disorder, both of which were deemed by the investigators to be unrelated to treatment with NGM120, and no adverse events of note.  

After completing the initial Phase 1 trial, in the first quarter of 2020, we initiated a Phase 1a/1b dose-finding clinical trial to assess NGM120’s effect on cancer-related cachexia and on cancer.  The Phase 1a/1b trial is divided into two cohorts: a Phase 1a cohort evaluating NGM120 as a monotherapy in patients with select advanced solid tumors and a Phase 1b cohort evaluating NGM120 in combination with gemcitabine and

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Abraxane in patients with metastatic pancreatic cancer.  Enrollment in this Phase 1a/1b trial is complete and we expect to report topline data in the second half of 2021.

In January 2021, we initiated a placebo-controlled expansion of the ongoing Phase 1b trial. This Phase 1b expansion study will evaluate the safety, tolerability and efficacy of NGM120 as first-line treatment in 60 patients with metastatic pancreatic cancer. Patients will be selected based on their elevated serum levels of GDF15. The study is a randomized, single-blind (sponsor unblinded), placebo-controlled, multi-center trial. Patients will be randomized 1:1 to receive either NGM120 or placebo monthly in combination with first-line standard of care treatment with gemcitabine and Abraxane. The study will have both cancer and cachexia endpoints, including overall response rate, progression-free survival, overall survival, body weight change, lean body mass change, patient reported outcomes and functional status changes.

NGM120 Patent Portfolio

As of December 31, 2020, we owned one issued patent in the United States, as well as pending patent applications in the United States and multiple jurisdictions outside of the United States, covering NGM120 and related compositions-of-matter and methods of use. The issued patent is expected to expire in 2037, not including any patent term adjustments and any patent term extensions.

NGM120 Competition

There are currently no FDA- or EMA-approved medicines available to treat cancer-related cachexia. Given the recent identification of GFRAL, we are not aware of any publicly disclosed program other than NGM120 that targets GFRAL. There are three recently initiated Phase 1 programs we are aware of that target GDF15: AVEO Pharmaceuticals, Inc.’s AV-380 and Pfizer’s monoclonal antibody PF-06946860 are in Phase 1 assessing various cachexia-related measures; and CatalYm GmbH has initiated a Phase 1 clinical trial of CTL-002 in Europe to explore the treatment of cancer. 

NGM707: Potential Myeloid Reprogramming Immunotherapy for Cancer

Overview of NGM707

NGM707 is a novel dual antagonist monoclonal antibody that is designed to improve patient immune responses to tumors by inhibiting both ILT2 and ILT4 receptors expressed on myeloid cells in the tumor microenvironment. NGM707 targets an epitope, or the part of a molecule to which an antibody attaches, common to both ILT2 and ILT4 to achieve inhibition of both receptors. NGM707 blocks interaction between ILT2 or ILT4 and their shared major histocompatibility complex, or MHC, class I ligands. We believe NGM707 has the potential to reprogram ILT4- and ILT2-expressing myeloid cells to shift them from a suppressive state that restricts anti-tumor immunity to a stimulatory state that may promote anti-tumor immunity. Blocking ILT2 also may reverse inhibition of ILT2-expressing lymphoid cells to further stimulate anti-tumor immune responses.

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NGM707: A Dual Antagonist Antibody Inhibiting ILT2 and ILT4

MHC-1 = major histocompatibility complex – class I; TNF = tumor necrosis factor; IL = interleukin, GM-CSF = Granulocyte-macrophage colony-stimulating factor

ILT2 and ILT4 receptors expressed on myeloid cells in the tumor microenvironment are implicated in promoting a tolerogenic state, which induces immune tolerance that suppresses anti-tumor immune responses. These receptors may represent checkpoints that enable tumors to evade immune detection. Suppressive myeloid cells enriched with ILT2 and ILT4 receptors are upregulated in certain cancer types,  ILT2 is also expressed on natural killer, or NK, cells, B cells and a subset of highly cytolytic T cells.  Of note, ILT2 and ILT4 are upregulated on macrophages in the tumor microenvironment of certain patients with cancer who are non-responders to T-cell checkpoint inhibitor therapy and are therefore implicated as potential T-cell checkpoint inhibitor resistance mechanisms.

ILT2 and ILT4: Myeloid and Lymphoid Checkpoints

Preclinical studies of NGM707 suggest that blockade of ILT4 reverses myeloid cell immune suppression, while blockade of ILT2 activates macrophage phagocytosis of tumor cells and promotes NK and CD8+ T-cell

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killing of tumor cells. Other preclinical studies of NGM707 have shown that the dual blockade of ILT2 and ILT4 acts synergistically to reverse suppression of Fc receptor signaling, a key stimulatory pathway in myeloid cells. In preclinical mixed lymphocyte reactions, in which allogeneic macrophages and T cells are mixed, the combination of NGM707 and pembrolizumab acted additively to increase T-cell activation and cytokine secretion as shown below.

NGM707 and Pembrolizumab Shown to Act Additively to Enhance T Cell Activation in Vitro

IFNɣ = Interferon Gamma; TNF⍺ = Tumor Necrosis Factor alpha, Pembro= pembrolizumab, Combo = pembrolizumab and NGM707

One of the primary activities that macrophages have in the tumor microenvironment is to attack any cancer cells. The graphic below shows that blocking ILT2 enhances phagocytosis of cancer cells by macrophages, while ILT4 blockade has no effect. Macrophage phagocytosis may increase tumor killing and potentially drive expansion of the immune response, or antigen spread.

ILT2 Blockade Shown to Enhance Macrophage Phagocytosis of Tumor Cells in Vitro

Unlike ILT4, ILT2 is also expressed on T cells and NK cells.  An ILT2 blockade, using either an ILT2-specific antibody or NGM707, enhances the T cell killing of cancer cells in co-cultures; whereas an ILT4 blockade alone has no effect.  Likewise, an ILT2 blockade, using either an ILT2-specific antibody or NGM707, enhances the natural killer cell, or NK cell, killing of cancer cells in co-cultures.

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ILT2 Blockade Shown to Enhance CD8+ T Cell Cytolytic Activity and Primary NK Cell Killing Activity in Vitro

Our Future NGM707 Clinical Development Plan

We expect to commence a first-in-human Phase 1 clinical trial of NGM707 in patients with cancer in mid-2021. We expect the planned Phase 1a/b clinical trial will include two cohorts to evaluate the safety, tolerability and PK of NGM707 and to obtain preliminary evidence of any anti-tumor activity. The Phase 1a cohort is expected to evaluate NGM707 as a monotherapy, while the Phase 1b cohort is expected to evaluate NGM707 in combination with pembrolizumab in patients with advanced solid tumors. This open-label, Phase 1a/b trial is expected to be followed by a planned Phase 2 dose-expansion clinical trial in defined cohorts of specific tumor types.

NGM707 Patent Portfolio

As of December 31, 2020, we did not own or have a license to any issued patent that covers NGM707. However, NGM707 and related compositions-of-matter and methods of use are disclosed in pending United States provisional patent applications that we expect to use as the basis for U.S. non-provisional and international applications. Any patent that may issue from related applications is expected to expire no earlier than 2041, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.

NGM707 Competition

We believe NGM707 is the first and only candidate currently in development that targets both ILT2 and ILT4. However, there are several products in development that target either ILT2 or ILT4. Merck and Jounce Therapeutics, Inc., or Jounce, both have clinical stage anti-ILT4 programs. In September 2020, Merck presented findings from a Phase 1 dose-escalation study evaluating its investigational anti-ILT4 therapeutic candidate, MK-4830. Jounce is developing an anti-ILT4 monoclonal antibody, JTX-8064, and recently initiated enrollment in a Phase 1 clinical trial. We are aware of one preclinical anti-ILT4 candidate in development, Immune-Onc Therapeutics, Inc.’s, or Immune-Onc’s, IO-108, and one ligand trap for ILT4 in preclinical development, ImmunOS Therapeutics AG’s iosH2, which may also impact ILT2. Biond Biologics Ltd. currently has an antagonist antibody targeting ILT2, BND-22, which has been licensed by Sanofi, in development and plans to commence a Phase 1a trial in mid-2021. We are not aware of any other compounds in development targeting ILT2.

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NGM438: Potential Stromal and Myeloid Reprogramming Immunotherapy for Cancer

Overview of NGM438

NGM438 is a novel antagonistic antibody that is designed to inhibit LAIR1 and promote immune detection and activation against advanced solid tumors. NGM438 has the potential to potently block the binding of all collagens to LAIR1, including tumor cell-derived collagens. Tumor cell-derived collagens are the endogenous forms of collagen produced by the tumor stroma that are believed to bind LAIR1 to create an immuno-suppressive tumor microenvironment. The interaction of tumor stromal collagens with LAIR1 on immune cells represents a “stromal checkpoint” that restrains anti-tumor immune responses. Reinvigoration of these collagen-suppressed immune cells by blocking the binding of collagens to LAIR1 may address a key resistance mechanism that limits tumor responses to current immunotherapies.

NGM438: An Antagonist Antibody Inhibiting LAIR1

LAIR1 is a collagen-binding inhibitory receptor expressed on immune cells that is implicated in immune suppression. LAIR1 and collagens are upregulated in multiple cancer types, with LAIR1 being expressed on tumor-associated immune cells, and collagens being produced by tumor-associated stromal cells. Overexpression of collagens and LAIR1 is associated with poor responses to T-cell checkpoint inhibitors. For such tumors, formation of the collagen-LAIR1 complex may act as a stromal checkpoint to both physically exclude immune cells from the tumor and impose signaling-based immune suppression. Inhibiting this stromal checkpoint represents a potentially promising new therapeutic strategy to treat cancer by promoting the remodeling of the tumor architecture that restricts T-cell infiltration of the tumor cell mass and reversing immune suppression in the tumor microenvironment.

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Immuno-Histochemical Identification of the Stromal Checkpoint in a Pancreatic Cancer Biopsy Sample

Preclinical studies suggest that NGM438 may have the potential to reprogram collagen-suppressed myeloid cells to a stimulatory phenotype, induce inflammatory cytokine production by myeloid and T cells and relieve collagen-based suppression of T-cell proliferation. For example, in a preclinical model as shown below, collagen suppressed T cell proliferation in mixed lymphocyte reactions, while the administration of NGM438 in vitro reversed this T cell suppression in a dose-dependent manner.

NGM438 Blockade Shown to Reverse Suppression of Myeloid Cells by Collagen Leading to Enhanced T Cell Proliferation in Vitro

MLR = Mixed Lymphocyte Reaction; mAb = monoclonal antibodies

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Collagen receptors, such as integrins, represent key stimulatory receptors on myeloid cells, and inhibition of these activating receptors via collagen-LAIR1 signaling promotes a suppressive myeloid cell phenotype. Preclinical studies of NGM438 demonstrate that blockade of collagen-LAIR1 binding reprograms myeloid cells to be pro-inflammatory and leads to a potent increase in secretion of cytokines, including CCL3 and CCL4, which are involved in recruiting lymphocytes to areas of inflammation.

NGM438 Shown to Reverse Collagen-Mediated Suppression and Induce Reprogramming in Myeloid Antigen Presenting Cells in Vitro

In the presence of collagen, T cells are suppressed and they respond poorly to stimulation by the T cell receptor with an anti-CD3 antibody. The low level of T cell activation, as measured by interferon-gamma production or T cell proliferation, is represented by the lines with circles in the two panels below. When LAIR1 is blocked with NGM438, reversal of the collagen-mediated inhibitory signaling of LAIR1 is observed, resulting in enhanced cytokine production (including interferon-gamma, left panel), as well as enhanced T cell proliferation (right panel).

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NGM438 Shown to Enhance Inflammatory Cytokine Secretion and T Cell Proliferation in Collagen-suppressed T Cells in Vitro

Our Future NGM438 Clinical Development

We plan to make an IND submission in the second half of 2021 and expect to commence a first-in-human Phase 1 clinical trial of NGM438 in patients with cancer in the fourth quarter of 2021.

NGM438 Patent Portfolio

As of December 31, 2020, we did not own or have a license to any issued patent that covers NGM438. However, NGM438 and related compositions-of-matter and methods of use are disclosed in pending United States provisional patent applications that we expect to use as the basis for U.S. non-provisional and international applications. Any patent that may issue from related applications is expected to expire no earlier than 2041, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.

NGM438 Competition

We are aware of only one other anti-LAIR1 antibody currently in development, Immune-Onc’s preclinical-stage asset IO-106. NextCure, Inc. has a preclinical product candidate, NC410, a LAIR2 fusion protein designed to mimic the natural decoy effects of LAIR2, which binds to collagens and blocks the activity of LAIR1.

Our Collaboration with Merck

Overview

In 2015, we entered into the Collaboration Agreement with Merck covering the discovery, development and commercialization of novel therapies across a range of therapeutic areas, including a broad, multi-year drug discovery and early development program financially supported by Merck, but scientifically directed by us with input from Merck. The Collaboration Agreement contemplated an initial five-year research term, and Merck was granted the unilateral right to extend the research phase of the collaboration for two additional two-year terms. In March 2019, Merck exercised its first option to extend the research phase of the collaboration for two additional years through March 16, 2022.

Under the terms of the collaboration, Merck was required to notify us no later than March 17, 2021 of its unilateral decision whether to exercise its option to extend the research phase of the collaboration for an

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additional two-year term through March 16, 2024. In March 2021, Merck initiated discussions with us with respect to elements of the ongoing collaboration that might be optimized to better address the evolving interests and priorities of both NGM and Merck during the remainder of the current research phase through March 16, 2022 and during any extension of the current research phase and any tail period (which tail period is discussed below). In this regard, the parties are negotiating in good faith certain modifications to the terms of the collaboration that may include, among other things, focusing NGM’s research and development under the collaboration on therapeutic areas of particular interest to Merck, while enabling NGM to conduct research and development outside of these therapeutic areas. This would, if mutually agreed to, allow NGM to discover and develop product candidates on its own or with third parties in other areas of interest. In order to allow negotiations to proceed, the parties have agreed to extend the March 17, 2021 deadline for Merck to deliver its extension notification decision until June 30, 2021. While we cannot predict whether or when Merck will elect to extend the research phase of the collaboration or on what terms, or whether or when we will reach agreement with Merck on the terms of a modified collaboration generally, we expect that any modified collaboration would result in a level of annual research support from Merck during any extension of the current research phase after March 16, 2022 that is meaningfully lower than the annual research support Merck provided during the initial five-year term and is providing during the current two-year extension of the research phase. In this regard, we expect that under the terms of a modified collaboration, Merck will not provide research funding for certain of our product candidates. We also expect that if we are unable to reach agreement with Merck on modified terms, Merck will not elect to extend the research phase of the collaboration and will decide not to proceed with certain of our product candidates after the end of the current research phase. In any event, we expect that our funding obligations with respect to the development of our current and potential future product candidates will substantially increase following March 16, 2022, the end of the current two-year extension of the research phase, regardless of whether we are able to reach agreement with Merck on modified terms.

As a result of the ongoing negotiations between us and Merck, the parties may agree on modifications to the Collaboration Agreement and that the description of the terms of the Collaboration Agreement as set forth in this Annual Report on Form 10-K may be modified in some or all respects.  

Under the Collaboration Agreement, we granted Merck options to take exclusive, worldwide licenses, on a program-by-program basis, for the collaboration product candidates as well as to other related compounds that are directed to the same target and that result in the same effect on such target in our research and development pipeline pursued using funding from the Collaboration Agreement. Merck generally has a one-time right to exercise its option for any collaboration product candidate when we or Merck complete a human proof-of-concept trial. If Merck exercises an option, Merck is responsible, at its own cost, for any further development and commercialization activities for compounds within that licensed program. In November 2018, Merck exercised its option to license MK-3655 and other FGFR1c/KLB agonists. In November 2020, Merck initiated a Phase 2b randomized, double-blind study of MK-3655 in patients with NASH with F2 or F3 liver fibrosis.

The aldafermin program is not included in the Collaboration Agreement and it remains wholly-owned and controlled by us.  

The strategic value of our collaboration with Merck can be summarized as follows:

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Summary of the Merck Collaboration Agreement

For purposes of this summary, we refer to the seven- or, if further extended by Merck, nine-year period from the time of inception of the Collaboration Agreement as the research phase of the collaboration.

Research and Early Development Program

Under the Collaboration Agreement, we conduct an extensive research and early development program, the goal of which is the identification, research and development, through human proof-of-concept studies, of multiple product candidates in various therapeutic areas. At the inception of the collaboration, we included in the collaboration all of our research and development programs, both those existing at the time the Collaboration Agreement was entered into and those we work on during the research phase, with the exception of the following: aldafermin, any other compounds that target FGFR4 and inhibit CYP7A1 expression (including variants or derivatives of FGF19) and any compounds that are covered by or within the scope of third-party license or option rights. We have determined the scientific direction and areas of therapeutic interest within the collaboration, with input from Merck, and we are primarily responsible for the conduct of all research, preclinical and early clinical development activities, through human proof of concept. We have made the final determinations as to which compounds to advance into and through initial clinical trials and which to progress into a human proof-of-concept study and the design of any such trials, with input from Merck through various governance committees.

The amounts of funding Merck is currently committed to providing us under the Collaboration Agreement to fund our research and development efforts during the current research phase is described above. Under the current terms of the Collaboration Agreement, if Merck elects to extend the research phase for an additional two years through March 16, 2024, the level of funding that Merck will provide to us during such extension may be negotiated at the time of the extension, subject to certain minimum and maximum funding limits based on a percentage of the then-existing funding. As noted above, however, we expect that if we are unable to reach agreement with Merck on the terms of a modified collaboration, which modified terms we expect would include meaningfully lower annual research support funding from Merck than as is currently being provided during the current two-year extension of the research phase, Merck will not elect to extend the research phase for an

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additional two years through March 16, 2024. With two exceptions, Merck may not terminate its annual funding of the research and early development program prior to the end of the research phase of the collaboration. Those two exceptions are: (i) if we are acquired by a third party; or (ii) if we are in material uncured breach of our obligations under the research and early development program.

During the three-month period before the end of the research phase, Merck has the right to review our then-existing programs and to elect to designate one or more such programs for which we will be required to continue to conduct research and development for up to three years, referred to as the tail period. Merck will pay all of our internal and external costs for our work on such Merck-designated programs, up to certain funding caps that decrease over the tail period and are each a specified percentage of certain funding actually provided to us by Merck during the last 12 months of the research phase. Merck also has the right to take over such Merck-designated programs and conduct such research and development activities itself or in partnership with a third party, at its own cost, or to terminate the tail period after a specified notice period. If Merck terminates the tail period, it has the right to elect to transition to itself or a third-party partner, at its own cost, any clinical trials that are then being conducted in such Merck-designated programs. If we complete a human proof-of-concept trial in one of such Merck-designated programs during the tail period or if Merck or its third-party partner completes a human proof-of-concept trial in one of such Merck-designated programs during or after the tail period, then Merck will have a one-time right to exercise its option to an exclusive, worldwide license for the collaboration product candidate tested in the proof-of-concept trial and certain related molecules in that program. Merck will lose its option rights at the end of the tail period with respect to all programs for which no collaboration product candidate has completed a human proof-of-concept trial by such time, except for Merck-designated programs that Merck is continuing to use commercially reasonable efforts to research and develop.

When it was entered into, the Collaboration Agreement included an exclusive worldwide license to our existing GDF15 receptor agonist program. Effective May 31, 2019, Merck terminated its license to the GDF15 receptor agonist program, returning the NGM395 and NGM386 product candidates to us. As a result, the NGM395 and NGM386 product candidates, on which we have paused further development, are wholly-owned by us.

Merck Option to License NGM Programs

During the research phase, or during the tail period, if there is one, following completion of a proof-of-concept study for a particular product candidate, regardless of the results of such study, Merck has the one-time option to obtain an exclusive, worldwide license, on specified terms, to that product candidate, as well as to all other molecules that are directed against the same target and that result in the same effect on such target.  We refer to any program for which Merck exercises such option a Merck Licensed Program. If Merck exercises its license option, Merck is responsible, at its own cost, for any further development and any commercialization activities for compounds within that Merck Licensed Program, subject to our options to cost and profit share worldwide, and to co-detail those compounds in the United States, as further described below.  For each program that Merck licenses, Merck must pay us a one-time $20.0 million fee.  In November 2018, Merck exercised its option for a license to further research and develop MK-3655 and other FGFR1c/KLB agonists and paid us a $20.0 million fee.

If Merck does not exercise its license option with respect to a particular compound and related program within a specified limited period of time, in most instances we retain all rights to research, develop and commercialize that compound and its related molecules on a worldwide basis, either alone or in partnership with a third party, subject to the payment to Merck of certain royalties on any commercial sales of any resulting product(s). The one exception is if Merck does not exercise its license option because it determines further development of the compound is not warranted for technical, safety or efficacy reasons and, if later in the research phase we again complete a proof-of-concept study with the same compound or a related compound, Merck’s license option right would nonetheless apply to such compound for a specified limited period of time.

We will have the right to develop and commercialize, independently or with third party partners, collaboration product candidates from all programs where Merck has lost its option rights and we will not have any obligations to Merck for these collaboration product candidates other than an obligation to pay low single digit royalties to Merck on the net sales of such collaboration product candidates if they are successfully developed.

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NGM Option to Elect Cost and Profit Share and Merck Financial Assistance

If Merck exercises its license option, then we have the option, for a specified limited period of time at the start of the first Phase 3 clinical trial by Merck for a compound in that Merck Licensed Program, to elect to participate in a worldwide cost and profit share with Merck on that compound. Where we exercise such an option, we refer to such compound as an NGM Optioned Product. As part of our election to exercise our option to participate in a cost and profit share, we also select the percentage share—up to 50%—that we desire to fund of the total global costs of developing and, if approved, commercializing that NGM Optioned Product. The percentage of any profits we will receive from sales of an NGM Optioned Product will be the same as the percentage share we elect to contribute to funding costs. Our right to participate in cost and profit sharing under the Collaboration Agreement is subject to the following limitation: if at the point in time when we are exercising our option for a compound the actual costs we have incurred across all NGM Optioned Products, plus the prospective costs allocated to us across all NGM Optioned Products, plus the costs we are electing to incur if we were to exercise our option for the compound, reaches $1.4 billion (if the research phase ends in 2022) or $1.8 billion (if the research phase is extended to 2024), then we will not be able to exercise our option on any further compounds from Merck Licensed Programs that Merck takes forward.

The Collaboration Agreement also provides that, following our election to enter into a cost and profit share on an NGM Optioned Product, Merck will advance to us and/or assume up to 25% of our share of the global development costs for that NGM Optioned Product. These advances/assumed costs are subject to the aggregate cap across all NGM Optioned Products over the course of the collaboration described above. We refer to the amount Merck advances/assumes as the Advanced Amount. All Advanced Amounts accrue interest, are treated as an accumulated but deferred cost that we owe to Merck and are recouped by Merck in full out of our share of any profits resulting from sales of that NGM Optioned Product before we are entitled to receive any of those profits. If an NGM Optioned Product fails to generate profit sufficient to repay the balance of the Advanced Amount, the balance will be carried forward and recouped in full out of our share of any profits resulting from sales of any subsequent NGM Optioned Product(s), even if we did not obtain any advances from Merck on our share of costs for such subsequent NGM Optioned Product(s). We are responsible for directly funding all global development and commercialization costs of an NGM Optioned Product that exceed any Advanced Amount.

Co-Detailing Rights in the United States

For each NGM Optioned Product, we also have the option to participate in a portion of the commercial promotion, which we refer to as co-detailing, alongside Merck by providing up to 25% of the total requisite details in the United States of that NGM Optioned Product by fielding our own commercial sales force. We are required to make this election for an NGM Optioned Product prior to that product receiving regulatory approval in the United States. The specifics of our participation in co-detailing will be determined by the parties according to guidelines set out in the Collaboration Agreement. If we elect to co-detail with Merck, our costs are included in the overall shared commercialization costs, but we do not share in any greater portion of the profits than we otherwise would be entitled to for that NGM Optioned Product.

Small Molecule Research and Development

Under our Collaboration Agreement we also granted Merck a worldwide, exclusive right to conduct research and development on, and to manufacture, use and commercialize, small molecule compounds identified or developed by Merck that have specified activity against any target that we are researching or developing under the research phase of the collaboration and that, but for use of our confidential and proprietary information, Merck would not have discovered. If Merck ultimately does not exercise its license option to a collaboration compound we have taken through a proof-of-concept study that is directed to any such target, Merck’s research license for its own small molecule program with respect to such target will become non-exclusive, but it will retain an exclusive license to any small molecule compounds that it has, as of that time, identified and developed. Merck has sole responsibility for research and development of any of these small molecule compounds, at its own cost. We are eligible to receive milestone and royalty payments on small molecule compounds that are developed by Merck under such a license from us, in some cases at the same rates as those we are eligible to receive from Merck for a Merck Licensed Program originating from our own research and development efforts, provided that, but for use of our confidential and proprietary information, Merck would not have discovered such small molecule compounds. However, we do not have the option to cost and profit share or the option to co-detail those small molecule products.

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Collaboration Governance

Our collaboration with Merck is managed by a set of joint committees composed of equal numbers of representatives from us and Merck. A joint research committee has been established to review and discuss the preclinical work that we are conducting and to solicit Merck’s input on our research activities. Once we nominate a clinical candidate, a joint early development committee oversees and facilitates the conduct of preclinical and early development activities. For MK-3655 and any other Merck Licensed Program, a joint late development committee oversees and coordinates development. A joint commercialization committee will oversee the commercialization of any NGM Optioned Compound arising from a Merck Optioned Program. Decision making in these committees generally requires the agreement of both Merck’s and our representatives, with unresolved issues escalating through to certain executive officers, and with us having the final say with respect to research and early development program matters and Merck having final say with respect to Merck Licensed Program matters and late development and commercialization matters following the exercise of its option for a particular program.

Diligence

We and Merck must each use commercially reasonable efforts to perform all of our respective activities under the collaboration.

Exclusivity

During the research phase, we may not directly or indirectly research, develop, manufacture or commercialize, outside of the collaboration, any product with specified activity against any target that we are researching or developing under the collaboration. After the research phase, if Merck exercises its license option for a collaboration program, we may not directly or indirectly research, develop, manufacture or commercialize any product with specified activity against the target that is the subject of that Merck Licensed Program for so long as Merck’s license to that program remains in effect.

Financial Terms

In exchange for these various rights and access to our drug discovery approach, in 2015 Merck paid us an upfront cash fee of $94.0 million and purchased approximately $106.0 million of our Series E convertible preferred stock.

Under the current terms of the Collaboration Agreement, Merck is required to pay a $20.0 million extension fee each time it elects to exercise its unilateral right to extend the research phase of the collaboration for an additional two-year term.  As part of Merck’s first extension of the research phase of the collaboration in 2019, Merck agreed to continue to fund our research and development efforts up to $75.0 million each year consistent with the initial five-year term and, in lieu of a $20.0 million extension fee payable to us, during such two-year extension period Merck agreed to make additional payments totaling up to $20.0 million in support of our research and development activities during 2021 and in the first quarter of 2022.

Each time Merck exercises its license option following completion of a human proof-of-concept study, Merck is required to pay us an option fee of $20.0 million for such Merck Licensed Program. In December 2018, we received a $20.0 million payment from Merck in connection with the exercise of its license option for the MK-3655 program.

If we do not elect to enter into a cost and profit sharing arrangement for a compound we have licensed to Merck, we are eligible to receive an aggregate of up to $449.0 million in pre-commercial milestone payments, of which $77.7 million relates to the potential achievement of specific clinical development events and $371.3 million relates to the potential achievement of certain regulatory events with respect to the licensed compound for the first three indications in the United States, European Union, or EU, and Japan.

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A breakout of the milestone payments in connection with the potential achievement of certain clinical development events is as follows (in thousands):

A breakout of the milestone payments in connection with the potential achievement of various regulatory events for each of the three indications, for each of the three geographic areas, is as follows (in thousands):

We are also eligible to receive commercial milestone payments of up to $125.0 million payable for such licensed product and to receive royalties at ascending low double digit to mid-teen percentage rates, depending on the level of net sales Merck achieves worldwide for each licensed product.

If Merck does not exercise its license option to a compound and we commercialize that compound or its related molecules, we will owe Merck royalties on sales of those compounds at low single digit rates. If Merck exercises its license option but then terminates its license to a program, such as the GDF15 receptor agonist program, and we take compounds in that program forward, we also owe Merck royalties on sales of those compounds at low single digit rates.

Termination

After the research phase, Merck may terminate the overall Collaboration Agreement for convenience upon written notice. Subject to certain limitations, Merck may partially terminate the Collaboration Agreement for convenience as it relates to any Merck Licensed Program on written notice. Merck may also terminate the Collaboration Agreement as it relates to its rights to research and develop small molecule compounds.

Either we or Merck may terminate the Collaboration Agreement with respect to a specific Merck Licensed Program if the other party is in material breach of its obligations regarding that specific program and fails to cure the breach within the specified cure period. If Merck terminates a Merck Licensed Program as a result of our uncured material breach, then we would lose our option to participate in global cost and profit sharing if not yet exercised as of the time of termination and lose our co-detailing option (whether or not exercised as of that time) for compounds arising from the relevant Merck Licensed Program.  Finally, if Merck terminates a Merck Licensed Program for our breach and there are no other Merck Licensed Programs at such time, then we would also be required to commence repaying any Advanced Amounts outstanding with respect to such NGM Optioned Products. If we had already exercised our option to participate in global cost and profit sharing of one or more NGM Optioned Products arising from the Merck Licensed Program as of the time of termination, the option would remain in effect.

If we terminate a Merck Licensed Program for uncured breach by Merck, or if Merck terminates a Merck Licensed Program for convenience, all licenses granted to Merck with respect to such program will terminate and Merck will assign to us all related regulatory filings and approvals, grant us an exclusive license under Merck’s intellectual property related to the terminated program for use in the further development and commercialization of products arising under the terminated program, subject to the payment of a modest royalty back to Merck, and provide certain other transition assistance to us.

Merck also has the right to terminate the Collaboration Agreement as it relates to Merck’s license to any particular licensed small molecule compound for convenience or for an uncured material breach by us on written notice. We in turn have the right to terminate if Merck has failed to cure any material breach as it relates to any licensed small molecule compound. If Merck terminates for convenience, or we terminate for such breach by

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Merck, all licenses to Merck with respect to the relevant small molecule compound terminate, but Merck retains all interest in and to the actual small molecule compound it had developed. If Merck terminates for our uncured material breach, we would continue to receive the full amount of milestones and royalties we were otherwise eligible for with respect to the relevant small molecule compounds, but we would lose our rights to participate in the various governance committees as they relate to those small molecule compounds.

Effect of our Change in Control and Certain Competitive Acquisitions

If we undergo any change in control, which includes the acquisition of us by any third party, the sale of all or substantially all of our assets relating to the Collaboration Agreement to a third party, or the sale of more than 50% of our voting stock to a third party, Merck has the right to terminate our research and early development program, in its entirety, or only with respect to certain of the programs then being pursued. If it does so, all funding for the terminated programs would cease, and we would transition, at Merck’s expense, to Merck any clinical studies then being conducted by us, if directed by Merck. If Merck takes over the studies, it would continue to have the option to license a particular program upon completion of the first proof-of-concept study, but if Merck ceases development of the compounds prior to such proof-of-concept study, the program would revert back to us and Merck would have no further rights.

If our change in control involves another pharmaceutical company with significant annual sales of pharmaceutical products, which we refer to as a Pharma Acquisition, Merck would have certain additional rights that could only be exercised within the first year following the Pharma Acquisition. These include: limiting our right to cost and profit share; Merck ceasing to provide any additional Advanced Amounts with respect to one or more Merck Licensed Programs; requiring us to repay any or all then-outstanding Advanced Amounts, plus interest, in installments; and termination of our co-detailing rights. Merck would also have the right following any Pharma Acquisition to terminate or restrict our participation on the various governance committees and to limit the information it provides to us to higher level summaries.

If our acquirer in the event of a change in control is at that time pursuing research, development, commercialization or manufacturing of, or otherwise has any rights to, any compounds that modulate a target that is the subject of an Merck Licensed Program, which we refer to as a Competing Mature Program, Merck also has certain rights, unless our acquirer elects to cease those research, development and commercialization activities. These rights include: Merck ceasing to provide any additional Advanced Amounts with respect to any compounds arising from the Merck Licensed Program that have the same target as the Competing Mature Program; requiring us to repay any or all then-outstanding Advanced Amounts, plus interest, in installments, with respect to any compounds arising from that Merck Licensed Program; termination of our co-detailing rights with respect to the relevant compounds; termination of our participation in governance committees with respect to those compounds; and restrictions on the information we receive from Merck with respect to the compounds. However, our rights to share in costs and profits with respect to any such compounds, if exercised, would remain in effect, as would any milestone or royalty payment obligations of Merck with respect to the compounds.

In addition, if our acquirer in the event of a change in control is at that time researching, developing, manufacturing or otherwise has rights to any compounds that modulate a target that is also being actively pursued under our research and early development program, and which has not reached the proof-of-concept study stage but is ready for preclinical development, which we refer to as a Competing Early Program, Merck has the right to require us to select either: to provide information demonstrating that the Competing Early Program does not actually modulate the relevant target in the same manner as our candidate; to contribute the Competing Early Program to our collaboration with Merck as though it had originated under our research and early development program; or to divest the Competing Early Program. If we contribute the Competing Early Program to our collaboration with Merck, all the same financial obligations of Merck would apply, and we would retain all of our option rights with respect to the relevant compounds if Merck exercises its license option when the first compound arising under the program completes the first proof-of-concept study.

Past Equity Investments by Merck

Concurrently with the execution of our Collaboration Agreement with Merck, we entered into a stock purchase agreement with Merck for the purchase of 8,833,333 shares of our Series E convertible preferred stock, for an aggregate purchase price of approximately $106.0 million. In addition, concurrent with the closing of our initial public offering, or IPO, in April 2019, we issued 4,121,683 shares of our common stock to Merck in a private placement at a price of $16.00 per share for proceeds of $65.9 million, which resulted in Merck owning

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approximately 19.9% of our outstanding shares as of the time of the IPO. If Merck elects to further extend the research phase of our collaboration until March 17, 2024, it has the option to purchase an additional $5.0 million of our common stock at a price per share equal to the last closing price of our shares on the date it notifies us of its desire to exercise such option, with such option subject to an overall cap on Merck’s ownership interest of 19.9%.

Manufacturing

We do not own, and have no plans to establish, any manufacturing facilities.  We currently use third-party contract development and manufacturing organizations or contract manufacturing organizations, which we refer to collectively as CMOs, to manufacture and supply all of the raw materials, drug substances and drug products for our research and development programs, including all the clinical trial materials used in the clinical trials of our clinical-stage product candidates.  We have established relationships with several CMOs, including Lonza Ltd.  The activities of our CMOs are overseen by an experienced group of employees and third-party consultants.

We plan to continue to rely on CMOs to manufacture commercial quantities of any products for which we successfully obtain regulatory approval, as well as to provide packaging, storage and distribution of any approved products. We have not entered into long-term clinical or commercial supply agreements with any of our CMOs. In addition, each of our product candidates relies on a single contract manufacturer for supplies of its drug substance and drug product.  

Sales and Marketing

We do not currently have any approved products and do not expect to have any approved products in the near term.  As a result, we have no marketing, sales or commercial product distribution capabilities.

In order to commercialize any of our wholly-owned product candidates that successfully obtain regulatory approval, we must either develop a sales and marketing infrastructure or collaborate with third parties that have sales and marketing experience.  If we expect that the indication or indications for which we are seeking approval for a particular product candidate have a relatively small number of prescribing physicians for the relevant patient population, we may elect to establish a commercialization structure to market and sell that product if it is approved, particularly for the U.S. market.  If, however, a product would benefit from the support of a large sales and marketing force or for markets outside of the United States, we plan to seek support through partnerships with large pharmaceutical or biotechnology companies or companies with established commercialization capabilities in territories outside the United States.

For product candidates subject to the Merck collaboration that are optioned by Merck, Merck will be responsible for all commercialization activities for any resulting approved product, subject to our option to co-detail such product in the United States.  If we elect to exercise our co-detail option, we will need to develop a U.S.-based commercial sales force to support those efforts.

We do not expect to make the decision about whether to establish a commercialization infrastructure for any wholly-owned approved products or to establish a U.S.-based commercial sales force in connection with the exercise of our co-detail option for a Merck optioned approved product until shortly before the time such products are approved for commercial sale, if they are approved at all.  

Competition

The biopharmaceutical industry is characterized by intense competition and rapid innovation. Although we believe that we hold a strong position in research in certain areas of liver and metabolic diseases, retinal diseases and cancer, our competitors may be able to develop other compounds or drugs that are able to achieve similar or better results. Our competitors include multinational pharmaceutical companies, specialized biotechnology companies, universities and other research institutions. Smaller or earlier-stage companies also may prove to be significant competitors, particularly through collaborative arrangements with large, established companies. We believe the key competitive factors that will affect the development and commercial success of our product candidates are their efficacy, safety and tolerability profile, and reliability.

There are many pharmaceutical companies, biotechnology companies, public and private universities and research organizations actively engaged in the research and development of products that may be competitive to our products. A number of pharmaceutical companies, including AbbVie, Allergan, AstraZeneca,

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Bayer, Boehringer Ingelheim, Bristol-Myers Squibb, Eisai, Eli Lilly, GlaxoSmithKline, Johnson & Johnson, Merck, Novartis, Novo Nordisk, Pfizer, Roche, Sanofi and Takeda, as well as large and small biotechnology companies such as 89Bio, Akero, Albireo, Alentis, Amgen, Apellis, Ascletis, Axcella, AVEO, Biond, Bird Rock, Can-Fite, CatalYm GmbH, Cirius, Enanta, Galectin, Galmed, Genfit, Gilead, Glympse, Immune-Onc, ImmunOS, Immuron, Intercept,  Inventiva, Iveric, Jounce, Madrigal, MannKind, MediciNova, Metacrine, Mirum, Nalpropion, NextCure, North Sea, Promethera, Salix, Scholar Rock, Seal Rock, Terns, Tiziana, Viking and Vivus, are pursuing the development or marketing of pharmaceuticals that target the same diseases that we are targeting. It is probable that the number of companies seeking to develop products and therapies for the treatment of liver and metabolic diseases, retinal diseases and cancer will increase. For example, we are aware of other companies, including Enanta, Gilead, Intercept, Metacrine, Novartis and Terns that are seeking to develop FXR agonist drug candidates that modulate FGF19 for the treatment of NASH. Additionally, we are aware that Apellis is seeking to develop a PEGylated peptide inhibitor of C3 for GA. Many of these and other existing or potential competitors have substantially greater financial, technical, human and other resources than we have and may be better equipped to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater experience than we have in undertaking preclinical studies and human clinical trials of new pharmaceutical products and in obtaining regulatory approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval for superior products or for other products that would compete with our product candidates. In addition, other technologies or products may be developed that have an entirely different approach or means of accomplishing the intended purposes of our products, which might render our technology and products noncompetitive or obsolete.

For more information regarding the competition that our most advanced product candidates face, or may face, see the discussion of specific competition for each product candidate in “Business—Key Therapeutic Areas and Pipeline Programs” above.

Intellectual Property

Our intellectual property is critical to our business and our success depends, in part, on our ability to obtain and maintain intellectual property protection for our product candidates, technology and know-how, to defend and enforce our intellectual property rights, in particular, our patent rights, to preserve the confidentiality of our trade secrets and to operate without infringing the proprietary rights of others.

We seek to protect the proprietary technology that we believe is important to our business through a variety of methods, including seeking and maintaining patents and patent applications intended to cover our product candidates, their compositions, their methods of use and the processes for their manufacture and any other aspects of inventions that are commercially important to the success of our business. We seek to obtain domestic and international patent protection and, in addition to filing and prosecuting patent applications in the United States, we may file counterpart patent applications in additional countries where we believe such foreign filing is likely to be beneficial.  

As of December 31, 2020, our patent portfolio includes over 500 patents and applications, including over 40 issued U.S. patents and over 40 pending U.S. patent applications covering our product candidates, certain aspects of our proprietary technology, and related inventions and improvements. Our patent portfolio also includes over 400 patents and patent applications in jurisdictions outside of the United States that, in many cases, are counterparts to our U.S. patents and patent applications. A description of the patents and patent applications relating to our six most advanced product candidates are described above.  The patent landscape surrounding our product candidates is crowded, and we do not know if our pending patent applications will be issued with the claims we are seeking or if our issued patents will withstand challenges from third parties.

Not all patent applications result in the issuance of patents. Patent applications in the United States and certain other jurisdictions are maintained in secrecy for 18 months or potentially longer, so public disclosure of discoveries via the publication of patent applications or in the scientific literature is often delayed.  As a result, we cannot be certain of the priority of inventions covered by our patent applications and may be subject to claims of priority from third parties or the United States Patent and Trademark Office, or USPTO, against which we will need to defend ourselves.

In addition, the scope of claims that may be allowed in any granted patent may be significantly reduced from the coverage claimed in the initial patent application.  Further, the scope of the claims in an issued patent may be reinterpreted and, in some cases, narrowed or even cancelled after issuance by courts upon review.  In

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addition, many jurisdictions allow third parties to challenge issued patents in administrative proceedings which may result in further narrowing or cancellation of patent claims.  As a result, even issued patents may not provide sufficient protection from competitors.

When patents are issued, the term of each individual patent will depend on the legal term for patents in the countries in which it is granted. In most countries, including the United States, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. The actual term of any patent that may issue from the above-described patent applications claiming one of our product candidates could be longer than described above due to patent term adjustment or patent term extension, if available, or shorter if we are required to file terminal disclaimers.

Any changes we make to the composition, formulation, method of delivery or other attributes of our current and future product candidates to cause them to have what we view as more advantageous properties may not be covered by our existing patents and patent applications, and we may be required to file new applications and/or seek other forms of protection.

Even if patents are issued, if a third party engages in activities covered by valid claims of our patents, we may be required to engage in enforcement actions in the courts to enforce our patents. Not all enforcement proceedings are successful. We also must take care not to infringe the valid patents of third parties. Third-party patent rights that purport to cover our product candidates or their discovery, use or manufacture may require us to challenge their validity in court or administrative proceedings and prevail in such challenges, to alter our development or commercial strategy or our product candidates or their uses and manufacture, to obtain licenses to such patents and/or to stop certain activities altogether. We hold various licenses with third parties to their intellectual property, including those with Horizon Discovery Ltd., or Horizon, and Lonza Sales AG, or Lonza, described below. The patent positions of biotechnology companies like ours are generally uncertain and involve complex legal, scientific and factual questions. We may not obtain or maintain adequate patent protection for any of our programs and product candidates. For more discussion of the risks related to our patents and patent applications and our intellectual property generally, see "Risk Factors - Risks Related to Our Intellectual Property" in Part I, Item 1A of this Annual Report on Form 10-K.

In addition to patent protection, we also rely on trademark registration, trade secrets, know how, other proprietary information and continuing scientific innovation to develop and maintain our competitive position. We seek to maintain the confidentiality of proprietary information to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. As a part of these efforts, it is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements upon the commencement of their respective relationships with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. Our agreements with employees also provide that all inventions conceived by the employee in the course of employment with us or from the employee’s use of our confidential information are our exclusive property. Although we take these and other steps to safeguard our proprietary information and trade secrets, these agreements may be breached or third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. Thus, we may not be able to meaningfully protect our proprietary information that is not otherwise protect by patent.  For information regarding the risks related to our intellectual property, see "Risk Factors - Risks Related to Our Intellectual Property."

Licensing Arrangements

Horizon License

In September 2019, we entered into a license agreement with Horizon in which we obtained a non-exclusive, non-transferable and non-sub-licensable license to use their proprietary GS knockout CHO K1 manufacturing cell line. We refer to this license as the Horizon License. The Horizon License will continue for ten years and allows us to manufacture and commercialize any current or future product candidates within the contractual term, including our product candidates that are currently subject to our collaboration with Merck.

Pursuant to the Horizon License, we paid Horizon a one-time, non-creditable and non-refundable license fee of $1.2 million, of which 50% was reimbursed by Merck. We are also subject to a license fee of $200,000 for

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each future strategic partner. We have the right to terminate the Horizon License upon written notice to Horizon and each party may also terminate the Horizon License in the event of the other party’s uncured material breach.

Lonza License

In October 2014, we entered into a Multi-Product License Agreement, or the Lonza License, with Lonza under which we obtained a worldwide, non-exclusive license to use Lonza’s glutamine synthetase gene expression system, known as GS Xceed™, to manufacture and commercialize our proprietary products, including our product candidates that are currently subject to our collaboration with Merck.

Pursuant to the Lonza License, we paid Lonza an upfront fee of £250,000. Upon the initiation of the first Phase 2 clinical trial, the first Phase 3 clinical trial and the first commercial sale of any product manufactured using GS Xceed™, we are required to pay Lonza one-time milestone payments of £100,000, £100,000 and £150,000, respectively. We are also required to pay low single-digit royalties to Lonza based on net sales of any product manufactured using GS Xceed™. Our royalty obligation to Lonza continues on a product-by-product basis until the later of the expiration of the last-to-expire licensed patent or ten years after the first commercial sale of the product. We are also required to pay an annual license fee to Lonza of up to £300,000 per product if a party other than Lonza, we, our affiliates or our strategic partners (including Merck) manufactures certain product candidates for commercial activities. We are currently required to pay this fee for MK-3655 and NGM120. In accordance with the Lonza License, for certain additional product candidates, we are instead required to pay an annual license fee to Lonza of £25,000 per product candidate prior to the initiation of clinical development, and following the initiation of clinical development, £100,000, £150,000 or £300,000 annually per product candidate, respectively, if such product candidate is in a Phase 1, Phase 2 and Phase 3 clinical trial. We are currently required to pay this fee for NGM621.

The Lonza License continues until the expiration of the royalty term. We have the right to terminate the Lonza License upon written notice to Lonza. Each party may terminate the Lonza License for the other party’s uncured material breach or bankruptcy. In addition, Lonza may terminate the Lonza License if we participate in the opposition or challenge of any Lonza patent or patent application licensed to us under the Lonza License.

Government Regulation

Product Approval in the United States

The FDA and other regulatory health authorities at federal, state and local levels, as well as in foreign countries as described in more detail below, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting of biologics, such as those we are developing. We, along with third-party contractors, will be required to navigate the various preclinical, clinical and commercial approval requirements of the governing regulatory agencies and health authorities of the countries in which we wish to conduct studies or seek approval or licensure of our product candidates.

The process required by the FDA before biologic product candidates may be marketed in the United States generally involves the following:

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The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, and local statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or following approval may subject an applicant to administrative actions or judicial sanctions. These actions and sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, license revocation, a clinical hold, untitled or warning letters, voluntary or mandatory product recalls or market withdrawals, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement and civil or criminal fines or penalties. Any agency or judicial enforcement action could have a material adverse effect on our business, the market acceptance of our products and our reputation.

Preclinical and Clinical Development

Prior to beginning the first clinical trial with a product candidate, an IND sponsor must submit an IND to the FDA. An IND is a request for authorization from the FDA to administer an IND product to humans. The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies. The IND also includes results of animal and in vitro studies assessing the toxicology, PK, pharmacology and pharmacodynamic characteristics of the product; chemistry, manufacturing and controls information; and any available human data or literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions regarding safety or conduct of the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization to begin a clinical trial.

Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in accordance with cGCPs, which include the requirement that all research subjects provide their informed consent for their participation in any clinical study. Clinical trials are conducted under protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing IND must be made for each successive clinical trial conducted during product development and for any subsequent protocol amendments. Furthermore, an IRB for each site proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at that site and must monitor the study until completed.

Phase 1, Phase 2, Phase 3 and other types of clinical trials may not be completed successfully within any specified period, if at all. The FDA, an IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk or that the trial is unlikely to meet its stated objectives. Some trials also include oversight by an independent group of qualified experts organized by the clinical study sponsor, known as a data safety monitoring board or committee, which provides authorization for whether a trial may move forward at designated checkpoints based on access to certain data from the trial and may halt the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy. There are also requirements governing the reporting of ongoing clinical studies and clinical study results to public registries.

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For purposes of BLA approval, human clinical trials are typically conducted in three sequential phases that may overlap.

In some cases, the FDA may require, or companies may voluntarily pursue, additional clinical trials after a product is approved to gain more information about the product. These are called Phase 4 studies and may be made a condition to approval of the BLA. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication and are commonly intended to generate additional safety data regarding use of the product in a clinical setting or in some cases to support full approval for products that are approved via an accelerated pathway as described below. Concurrent with clinical trials, companies may complete additional animal studies and develop additional information about the biological characteristics of the product candidate and must finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, for biologics, must develop methods for testing the identity, strength, quality, purity and potency of the product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

BLA Submission and Review

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of product development, nonclinical studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or more indications. The BLA must include all relevant data available from pertinent preclinical and clinical studies, including negative or ambiguous results as well as positive findings, together with detailed information relating to the product’s chemistry, manufacturing, controls and proposed labeling, among other things. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. The submission of a BLA requires payment of a substantial application user fee to FDA, unless a waiver or exemption applies.

Once a BLA has been submitted, the FDA generally makes a decision on the acceptance of the application for filing within 60 days of receipt. The FDA’s goal is to review standard applications within ten months after it accepts the application for filing, or, if the application qualifies for priority review, six months after the FDA accepts the application for filing. In both standard and priority reviews, the review process is often significantly extended by FDA requests for additional information or clarification. The FDA reviews a BLA to determine, among other things, whether a product is safe, pure and potent and the facility in which it is manufactured, processed, packed or held meets standards designed to assure the product’s continued safety, purity and potency. The FDA may convene an advisory committee to provide clinical insight on application review questions. Before approving a BLA, the FDA will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites to assure compliance with cGCP. If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing or information.

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Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

After the FDA evaluates a BLA and conducts inspections of manufacturing facilities where the investigational product and/or its drug substance will be produced, the FDA may issue an approval letter or a Complete Response letter. An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A Complete Response letter will describe all of the deficiencies that the FDA has identified in the BLA, except that where the FDA determines that the data supporting the application are inadequate to support approval, the FDA may issue the Complete Response letter without first conducting required inspections, testing submitted product lots and/or reviewing proposed labeling. In issuing the Complete Response letter, the FDA may recommend actions that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification, completion of other significant and time-consuming requirements related to clinical trials, and/or conduct of additional preclinical studies or manufacturing activities. Even if such data and information are submitted, the FDA may determine that the BLA does not satisfy the criteria for approval. FDA approval of a BLA must be obtained before a biologic may be marketed in the United States. The FDA may delay or refuse approval of a BLA, require additional testing or information and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product.

If regulatory approval of a product is granted, such approval will be granted for particular indications and may entail limitations on the indicated uses for which such product may be marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks. A REMS is a safety strategy to manage a known or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their safe use, and could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more Phase 4 post-marketing studies and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization and may limit further marketing of the product based on the results of these post-marketing studies.

Expedited Programs

A sponsor may seek to develop and obtain approval of its product candidates under programs designed to accelerate the FDA review and approval of marketing applications for new drugs and biologics that meet certain criteria, such as the Fast Track program, priority review, accelerated approval, breakthrough therapy designation and Real-Time Oncology Review, or ROTR, Pilot Program.

Fast Track Designation

The FDA Fast Track program is intended to facilitate development and expedite review of new drugs and biologics that are intended to treat a serious or life-threatening disease or condition and that demonstrate potential to address an unmet medical need. For a Fast Track-designated product, there may be more frequent meetings and communication with the FDA, and early and frequent communication between the FDA and sponsor is encouraged throughout the entire development and review process. The FDA may consider sections of a BLA for review on a rolling basis if certain conditions are satisfied, including an agreement with the FDA on the proposed schedule for submission of portions of the application and the payment of applicable user fees before the FDA may initiate a review. The product may also be eligible for priority review and accelerated approval. The sponsor can request the FDA to designate the product for Fast Track status any time before receiving BLA approval, but ideally no later than the pre-BLA meeting.

Priority Review

Generally, the FDA follows a two-tiered system of review times, standard review and priority review. For a product that receives priority review designation, the FDA has the goal of taking action on the marketing application within six months of the 60-day filing date, compared to ten months under standard review. However, the FDA does not always meet its PDUFA goal dates for standard and priority BLAs, and the review process is often extended by FDA requests for additional information or clarification. A priority review designation is applicable for products that, if approved, would be significant improvements in the safety or effectiveness of the

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treatment, diagnosis, or prevention of serious conditions when compared to marketed products. The FDA decides on the review designation for every application, however an applicant may expressly request priority review. The FDA informs the applicant of a priority review designation within 60 days of the receipt of the original marketing application. If criteria are not met for priority review, the application is subject to the standard FDA review period of ten months after FDA accepts the application for filing. Priority review designation does not change the scientific or medical standard for approval, or the quality of evidence necessary to support approval.

Accelerated Approval

In addition, the FDA may base accelerated approval for drugs and biologics for serious conditions that fill an unmet medical need on whether the drug or biologic has an effect on a surrogate or an intermediate clinical endpoint. A surrogate endpoint used for accelerated approval is a marker, such as a laboratory measurement, radiographic image, physical sign or other measure that is thought to predict clinical benefit but is not itself a measure of clinical benefit. Likewise, an intermediate clinical endpoint is a measure of a therapeutic effect that is considered reasonably likely to predict the clinical benefit of a product, such as an effect on irreversible morbidity and mortality, or IMM. The FDA bases its decision on whether to accept the proposed surrogate or intermediate clinical endpoint on the scientific support for that endpoint. As a condition of accelerated approval, the FDA will generally require the sponsor to perform adequate and well-controlled post-marketing clinical studies to verify and describe the anticipated effect on IMM or other clinical benefit. Where confirmatory trials verify clinical benefit, FDA will generally terminate the requirement. Approval of a product may be withdrawn or the labeled indication of the product changed, if trials fail to verify clinical benefit or do not demonstrate sufficient clinical benefit to justify the risks associated with the product, for example, if the product shows a significantly smaller magnitude or duration of benefit than was anticipated based on the observed effect on the surrogate endpoint. In addition, the FDA currently requires as a condition for accelerated approval the pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product.

Breakthrough Therapy Designation

Additionally, a drug or biologic may be eligible for designation as a breakthrough therapy if the product is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over currently approved therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. If the FDA designates a breakthrough therapy, it may take actions appropriate to expedite the development and review of the application, which may include holding meetings with the sponsor and the review team throughout the development of the therapy; providing timely advice to, and interactive communication with, the sponsor regarding the development of the drug to ensure that the development program to gather the nonclinical and clinical data necessary for approval is as efficient as practicable; involving senior managers and experienced review staff, as appropriate, in a collaborative, cross-disciplinary review; assigning a cross-disciplinary project lead for the FDA review team to facilitate an efficient review of the development program and to serve as a scientific liaison between the review team and the sponsor; and considering alternative clinical trial designs when scientifically appropriate, which may result in smaller trials or more efficient trials that require less time to complete and may minimize the number of patients exposed to a potentially less efficacious treatment. Breakthrough therapy designation comes with all of the benefits of Fast Track designation, which means that the sponsor may file sections of the BLA for review on a rolling basis if certain conditions are satisfied, including an agreement with the FDA on the proposed schedule for submission of portions of the application and the payment of applicable user fees before the FDA may initiate a review.

Real-Time Oncology Review Pilot Program

The FDA has announced the availability of the RTOR pilot program for oncology product candidates that are likely to demonstrate substantial improvements over available therapy, which may include drugs previously granted breakthrough therapy designation for the same or other indications and candidates meeting other criteria for other expedited programs, such as Fast Track and priority review. Submissions for RTOR consideration should also have straightforward study designs and endpoints that can be easily interpreted (such as overall survival or progression free survival). Acceptance into the RTOR pilot does not guarantee or influence approvability of the application, which is subject to the usual benefit-risk evaluation by FDA reviewers, but the program allows FDA to review data earlier, before an applicant formally submits a complete application. The RTOR pilot program does not affect FDA’s PDUFA timelines.

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Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or the time period for FDA review or approval may not be shortened. Furthermore, Fast Track designation, priority review, accelerated approval, breakthrough therapy designation and ROTR pilot program do not change the standards for product approval.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan designation to a drug or biologic intended to treat a rare disease or condition, which is a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States for which there is no reasonable expectation that the cost of developing and making available in the United States a drug or biologic for this type of disease or condition will be recovered from sales in the United States for that drug or biologic. Orphan drug designation must be requested before submitting a BLA. After the FDA grants orphan drug designation, the generic identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. The orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review or approval process.

If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan drug exclusive approval (or exclusivity), which means that the FDA may not approve any other applications, including a full BLA, to market the same biologic for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity by means of greater effectiveness, greater safety or providing a major contribution to patient care or in instances of drug supply issues. Orphan drug exclusivity does not prevent FDA from approving a different drug or biologic for the same disease or condition, or the same drug or biologic for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain research and a waiver of the BLA application fee.

A designated orphan drug may not receive orphan drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. In addition, exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition.

Rare Pediatric Disease Designation and Priority Review Vouchers

Under the Federal Food, Drug and Cosmetic Act, or FDCA, as amended, the FDA incentivizes the development of drugs and biologics that meet the definition of a “rare pediatric disease,” defined to mean a serious or life-threatening disease in which the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years and the disease affects fewer than 200,000 individuals in the United States or affects more than 200,000 in the United States and for which there is no reasonable expectation that the cost of developing and making in the United States a drug for such disease or condition will be recovered from sales in the United States of such drug. The sponsor of a product candidate for a rare pediatric disease may be eligible for a voucher that can be used to obtain a priority review for a subsequent human drug or biologic application after the date of approval of the rare pediatric disease drug product, referred to as a priority review voucher, or PRV. A sponsor may request rare pediatric disease designation from the FDA prior to the submission of its BLA. A rare pediatric disease designation does not guarantee that a sponsor will receive a PRV upon approval of its BLA. Moreover, a sponsor who chooses not to submit a rare pediatric disease designation request may nonetheless receive a PRV upon approval of their marketing application if they request such a voucher in their original marketing application and meet all of the eligibility criteria. If a PRV is received, it may be sold or transferred an unlimited number of times. Congress has extended the PRV program through September 30, 2024, with the potential for PRVs to be granted through September 30, 2026.

Pediatric Information and Pediatric Exclusivity

Under the Pediatric Research Equity Act, or PREA, certain BLAs and certain supplements to a BLA must contain data to assess the safety and efficacy of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. The Food and Drug Administration Safety and Innovation Act, or FDASIA, amended the FDCA to require that a sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration submit an initial Pediatric Study

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Plan, or PSP. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies along with supporting information. The FDA and the sponsor must reach an agreement on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected from preclinical studies, early phase clinical trials and/or other clinical development programs.

A drug or biologic product can also obtain pediatric market exclusivity in the United States. Pediatric exclusivity, if granted, adds six months to existing exclusivity periods and patent terms. This six-month exclusivity, which runs from the end of other exclusivity protection or patent term, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued “Written Request” for such a study.

Post-Approval Requirements

Any products manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution and advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims, are subject to prior FDA review and approval. There also are continuing user fee requirements, under which FDA assesses an annual program fee for each product identified in an approved BLA.

FDA regulations require that products be manufactured in specific approved facilities and in accordance with cGMP regulations. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products in accordance with cGMP regulations. These manufacturers must comply with FDA regulations that require, among other things, quality control and quality assurance, the maintenance of records and documentation and the obligation to investigate and correct any deviations from cGMP. FDA regulations also impose reporting requirements upon sponsors and their third-party manufacturers. Manufacturers and other entities involved in the manufacture and distribution of approved biologics are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain cGMP compliance and other aspects of regulatory compliance. The discovery of violative conditions, including failure to conform to cGMP regulations, could result in enforcement actions, and the discovery of problems with a product after approval may result in restrictions on a product, manufacturer or holder of an approved BLA, including recall. Biologic manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon sponsors and their third-party manufacturers. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

The FDA may also place other conditions on approvals including the requirement for a REMS, to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS. The FDA will not approve the BLA without an approved REMS, if required. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following initial marketing. The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or

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imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things:

The FDA closely regulates the marketing, labeling, advertising and promotion of biologics. A company can make only those claims relating to safety and efficacy, purity and potency that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses and misbranding. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective actions, including corrective advertising, and potential civil and criminal penalties, including monetary penalties. Physicians may prescribe legally available products for uses that are not described in the product’s labeling and that differ from those tested and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturer’s communications on the subject of off-label use of their products, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including investigation by federal and state authorities. Prescription drug promotional materials must be submitted to the FDA in conjunction with their first use or first publication (or thirty days in advance of their first use if approved via the accelerated approval pathway). Further, if there are any modifications to the drug or biologic, including changes in indications, labeling or manufacturing processes or facilities, the applicant may be required to submit and obtain FDA approval of a new BLA or BLA supplement, which may require the development of additional data or preclinical studies and clinical trials.

Biosimilars and Reference Product Exclusivity

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the ACA, signed into law in 2010, includes a subtitle called the Biologics Price Competition and Innovation Act of 2009, or BPCIA, which created an abbreviated approval pathway for biological products that are shown to be similar to or interchangeable with an FDA-approved reference biological product.

Biosimilarity, which requires that the biological product be highly similar to the reference product notwithstanding minor differences in clinically inactive components and that there be no clinically meaningful differences between the biological product and the reference product in terms of safety, purity and potency, can be shown through analytical studies, animal studies and a clinical study or studies. Interchangeability requires that a product is biosimilar to the reference product and the product must demonstrate that it can be expected to produce the same clinical results as the reference product in any given patient and, for products that are administered multiple times to an individual, the biologic and the reference biologic may be alternated or switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biologic without such alternation or switch. Complexities associated with the larger, and often more complex, structure of biological products as compared to small molecule drugs, as well as the processes by which such products are manufactured, pose significant hurdles to implementation that are still being worked out by the FDA.

Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following the date that the reference product was first licensed by the FDA. In addition, the approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was first licensed. During this 12-year period of exclusivity, another company may still market a competing version of

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the reference product if the FDA approves a full BLA for the competing product containing that applicant’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity and potency of its product. The BPCIA also created certain exclusivity periods for biosimilars approved as interchangeable products.

The BPCIA is complex and continues to be interpreted and implemented by the FDA. In addition, recent government proposals have sought to reduce the 12-year reference product exclusivity period. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also been the subject of recent litigation. As a result, the ultimate impact and implementation of the BPCIA is subject to significant uncertainty.

Other U.S. Healthcare Laws and Compliance Requirements

In the United States, our current and future operations are subject to regulation by various federal, state and local authorities in addition to the FDA, including but not limited to, the Centers for Medicare & Medicaid Services, or CMS, other divisions of the United States Department of Health and Human Services, or HHS, such as the Office of Inspector General, Office for Civil Rights and the Health Resources and Service Administration, the U.S. Department of Justice, or DOJ, and individual U.S. Attorney offices within the DOJ, and state and local governments. For example, our clinical research, sales, marketing and scientific/educational grant programs may have to comply with the anti-fraud and abuse provisions of the Social Security Act, the federal Anti-Kickback Statute, the false claims laws, the privacy and security provisions of the Health Insurance Portability and Accountability Act, or HIPAA, and similar state laws, each as amended, as applicable.

The federal Anti-Kickback Statute prohibits, among other things, any person or entity, from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term remuneration has been interpreted broadly to include anything of value. The Anti-Kickback Statute has been interpreted to apply to arrangements between therapeutic product manufacturers on one hand and prescribers, purchasers and formulary managers on the other. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration that may be alleged to be intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all of its facts and circumstances. Our practices may not in all cases meet all of the criteria for protection under a statutory exception or regulatory safe harbor.

Additionally, the intent standard under the Anti-Kickback Statute was amended by the ACA to a stricter standard such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act, or FCA.

The federal false claims and civil monetary penalty laws, including the FCA, which imposes significant penalties and can be enforced by private citizens through civil qui tam actions, prohibit any person or entity from, among other things, knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal government, including federal healthcare programs, such as Medicare and Medicaid, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government, or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. For instance, historically, pharmaceutical and other healthcare companies have been prosecuted under these laws for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. Companies also have been prosecuted for causing false claims to be submitted because of the companies’ marketing of the product for unapproved, off-label, and thus generally non-reimbursable, uses.

HIPAA created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property owned by, or under the control or custody of, any

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healthcare benefit program, including private third-party payors, willfully obstructing a criminal investigation of a healthcare offense and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the Anti-Kickback Statute, the ACA amended the intent standard for certain healthcare fraud statutes under HIPAA such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Also, many states have similar, and typically more prohibitive, fraud and abuse statutes or regulations that apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.

We may be subject to data privacy and security regulations by both the federal government and the states in which we conduct our business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to business associates, independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, many state laws govern the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways, are often not pre-empted by HIPAA, and may have a more prohibitive effect than HIPAA, thus complicating compliance efforts.

We may develop products that, once approved, may be administered by a physician. Under currently applicable U.S. law, certain products not usually self-administered (including injectable drugs) may be eligible for coverage under Medicare through Medicare Part B. Medicare Part B is part of original Medicare, the federal health care program that provides health care benefits to the aged and disabled, and covers outpatient services and supplies, including certain pharmaceutical products, that are medically necessary to treat a beneficiary’s health condition. As a condition of receiving Medicare Part B reimbursement for a manufacturer’s eligible drugs, the manufacturer is required to participate in other government healthcare programs, including the Medicaid Drug Rebate Program and the 340B Drug Pricing Program. The Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter into and have in effect a national rebate agreement with the Secretary of HHS as a condition for states to receive federal matching funds for the manufacturer’s outpatient drugs furnished to Medicaid patients. Under the 340B Drug Pricing Program, the manufacturer must extend discounts to entities that participate in the program.

In addition, many pharmaceutical manufacturers must calculate and report certain price reporting metrics to the government, such as average sales price and best price. Penalties may apply in some cases when such metrics are not submitted accurately and timely. Further, these prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. It is difficult to predict how Medicare coverage and reimbursement policies will be applied to our products in the future and coverage and reimbursement under different federal healthcare programs are not always consistent. Medicare reimbursement rates may also reflect budgetary constraints placed on the Medicare program.

Additionally, the federal Physician Payments Sunshine Act, or the Sunshine Act, within the ACA, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) report annually to CMS information related to certain payments or other transfers of value made or distributed to physicians (defined to include defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment interests held by physicians and their immediate family members. Beginning in 2022, applicable manufacturers also will be required to report such information regarding its payments and other transfers of value to physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified registered nurse anesthetists and certified nurse midwives during the previous year.  Failure to report accurately could result in penalties.

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In addition, many states also govern the reporting of such payments or other transfers of value, many of which differ from each other in significant ways, are often not pre-empted and may have a more prohibitive effect than the Sunshine Act, thus further complicating compliance efforts.

In order to distribute products commercially, we must comply with state laws that require the registration of manufacturers and wholesale distributors of drug and biological products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical and biotechnology companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales, marketing, pricing, clinical trials and other activities and/or register their sales representatives, as well as to prohibit pharmacies and other healthcare entities from providing certain physician prescribing data to pharmaceutical and biotechnology companies for use in sales and marketing, and to prohibit certain other sales and marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Ensuring business arrangements with third parties comply with applicable healthcare laws and regulations is a costly endeavor. If our operations are found to be in violation of any of the federal and state healthcare laws described above or any other current or future governmental regulations that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, private qui tam actions brought by individual whistleblowers in the name of the government, refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.

Environmental, Health and Safety Regulation

In addition to the foregoing, state and federal laws regarding safe working conditions, environmental protection and hazardous substances, including the Occupational Safety and Health Act, the Resource Conservancy and Recovery Act and the Toxic Substances Control Act, affect our business. These and other laws govern our use, handling and disposal of various biological, chemical and radioactive substances used in, and wastes generated by, our operations. We may incur significant costs to comply with such laws and regulations now or in the future. If our operations result in contamination of the environment or expose individuals to hazardous substances, we could be liable for damages and governmental fines. We believe that we are in material compliance with applicable environmental laws and regulations and that continued compliance therewith will not have a material adverse effect on our business. We cannot predict, however, how changes in these laws and regulations may affect our future operations.  

European Union Drug Development

In the European Union, our future products may be subject to extensive regulatory requirements. As in the United States, medicinal products can be marketed only if a marketing authorization from the competent regulatory agencies has been obtained.

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The various phases of preclinical and clinical research in the European Union are subject to significant regulatory controls. Although the EU Clinical Trials Directive 2001/20/EC has sought to harmonize the EU clinical trials regulatory framework, setting out common rules for the control and authorization of clinical trials in the European Union, the EU Member States have transposed and applied the provisions of the Directive differently into their national laws. This has led to significant variations in the member state regimes. Under the current regime, before a clinical trial can be initiated it must be approved in each of the EU countries where the trial is to be conducted by two distinct bodies: the National Competent Authority, or NCA, and one or more Ethics Committees, or ECs. Under the current regime all suspected unexpected serious adverse reactions to the investigated drug that occur during the clinical trial have to be reported to the NCA and ECs of the Member State where they occurred.

The EU clinical trials legislation currently is undergoing a transition process mainly aimed at harmonizing and streamlining clinical-trial authorization, simplifying adverse-event reporting procedures, improving the supervision of clinical trials and increasing their transparency. In April 2014, the EU adopted a new Clinical Trials Regulation (EU) No 536/2014, which is set to replace the current Clinical Trials Directive 2001/20/EC. It will overhaul the current system of approvals for clinical trials in the EU. Specifically, the new regulation, which will be directly applicable in all member states, aims at simplifying and streamlining the approval of clinical trials in the EU. For instance, the new Clinical Trials Regulation provides for a streamlined application procedure via a single entry point and strictly defined deadlines for the assessment of clinical trial applications. It is expected that the new Clinical Trials Regulation (EU) No 536/2014 will apply following confirmation of full functionality of the Clinical Trials Information System, the centralized EU portal and database for clinical trials foreseen by the regulation, through an independent audit.

European Union Drug Review and Approval

In the European Economic Area, or EEA, which consists of the 27 Member States of the European Union, as well as Norway, Iceland and Liechtenstein, medicinal products can only be commercialized after obtaining a marketing authorization, or MA. There are two types of marketing authorizations.

A Community MA may be granted only to a Marketing Authorization Holder, or MAH, that is established in the EEA. Regulation (EC) No 1901/2006 provides that prior to obtaining a MA in the EEA, applicants have to demonstrate compliance with all measures included in an EMA-approved Pediatric Investigation Plan, or PIP,

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covering all subsets of the pediatric population, unless the EMA has granted (1) a product-specific waiver, (2) a class waiver or (3) a deferral for one or more of the measures included in the PIP.

Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.

PRIME Designation in the European Union

In March 2016, the EMA launched an initiative to facilitate development of product candidates in indications, often rare, for which few or no therapies currently exist. The PRIority MEdicines, or PRIME, scheme is intended to encourage drug development in areas of unmet medical need and provides accelerated assessment of products representing substantial innovation reviewed under the centralized procedure. Products from small- and medium-sized enterprises, or SMEs, may qualify for earlier entry into the PRIME scheme than larger companies. Many benefits accrue to sponsors of product candidates with PRIME designation, including but not limited to, early and proactive regulatory dialogue with the EMA, frequent discussions on clinical trial designs and other development program elements and accelerated marketing authorization application assessment once a dossier has been submitted. Importantly, a dedicated Agency contact and rapporteur from the CHMP or CAT are appointed early in the PRIME scheme facilitating increased understanding of the product at EMA’s Committee level. A kick-off meeting initiates these relationships and includes a team of multidisciplinary experts at the EMA to provide guidance on the overall development and regulatory strategies.

European Union Drug Marketing

Marketed products in the EU are subject to substantial continuing regulation, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution and advertising and promotion of the product. For example, much like the Anti-Kickback Statute prohibition in the United States, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products is also prohibited in the European Union. The provision of benefits or advantages to physicians is governed by the national anti-bribery laws of European Union Member States, and infringement of these laws could result in substantial fines and imprisonment. Payments made to physicians in certain European Union Member States must also be publicly disclosed, and agreements with physicians often must be the subject of prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual EU Member States. These requirements are provided in the national laws, industry codes or professional codes of conduct applicable in the EU Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

EU regulations applicable to marketed products exist at the regional, national and local levels, and regulations applicable at the EU level may be adopted and implemented differently by individual Member States. These regulations, and their differing implementations in Member States, increase our legal and financial compliance costs and may make some activities more time-consuming and expensive.

Before products become available to patients in the EU, they are generally subject to decisions on pricing and reimbursement by the applicable authorities in a Member State. Key criteria to determine the reimbursement status and pricing of a product may include the product’s therapeutic value, medical need, safety, and cost effectiveness. Obtaining pricing and reimbursement approval of a product from a government is a time-consuming and costly process, and significant uncertainty exists as to the pricing and reimbursement status of any product candidates for which we may seek marketing approval in the EU. Our ability to commercialize any such products successfully in the EU will depend, in part, on the outcome of these decisions.

European Union New Chemical Entity Exclusivity

In the European Union, new chemical entities, sometimes referred to as new active substances, qualify for eight years of data exclusivity upon marketing authorization and an additional two years of market exclusivity. The data exclusivity, if granted, prevents regulatory authorities in the European Union from referencing the innovator’s data to assess a generic application for eight years, after which generic marketing authorization can be submitted, and the innovator’s data may be referenced, but not approved for two years. The overall ten-year period will be extended to a maximum of 11 years if, during the first eight years of those ten years, the marketing authorization holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation

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prior to their authorization, are determined to bring a significant clinical benefit in comparison with currently approved therapies.

European Union Orphan Designation and Exclusivity

In the European Union, the EMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions affecting not more than five in 10,000 persons in the European Union community (or where it is unlikely that the development of the medicine would generate sufficient return to justify the investment) and for which no satisfactory method of diagnosis, prevention or treatment has been authorized (or, if a method exists, the product would be a significant benefit to those affected).

In the European Union, orphan drug designation entitles a party to financial incentives such as reduction of fees or fee waivers and ten years of market exclusivity is granted following medicinal product approval. This period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.

European Data Collection

The collection and use of personal health data in the EEA is governed by the General Data Protection Regulation ((EU) 2016/679), or GDPR, which became effective May 25, 2018. The GDPR applies to any company established in the EEA and to companies established outside the EEA that process personal data in connection with the offering of goods or services to data subjects in the EU or the monitoring of the behavior of data subjects in the European Union. The GDPR enhances data protection obligations for controllers and processors of personal data, including stringent requirements relating to the consent of data subjects, expanded disclosures about how personal data is used, requirements to conduct privacy impact assessments for high-risk processing, limitations on retention of personal data and mandatory data breach notification and privacy by design requirements, and creates direct obligations on service providers acting as data processors. The GDPR also imposes strict rules on the transfer of personal data outside of the EEA to countries that do not ensure an adequate level of protection, such as the U.S. Failure to comply with the requirements of the GDPR and the related national data protection laws of the EEA Member States may result in fines up to 20 million Euros or 4% of a company’s global annual revenues for the preceding financial year, whichever is higher. Moreover, the GDPR grants data subjects the right to claim compensation for damages resulting from infringement of the GDPR. Given the breadth and depth of changes in data protection obligations, maintaining compliance with the GDPR will require significant time, resources and expense, and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. This may be onerous and adversely affect our business, financial condition, results of operations and prospects. Further, the United Kingdom’s decision to leave the EU, often referred to as Brexit, has created uncertainties with regard to data protection regulation in the United Kingdom.

Rest of the World Regulation

For other countries outside of the European Union and the United States, such as the United Kingdom and countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. Additionally, clinical trials must be conducted in accordance with cGCP requirements and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. In light of Brexit, the United Kingdom (with the exception of Northern Ireland) will be considered a third country with respect to the EEA and has separate regulatory requirements. The Medicines and Healthcare products Regulatory Agency, or MHRA, will take on additional regulatory responsibilities for medical products marketed in the UK, as pan-EU regulatory procedures before the EMA will no longer apply in the UK, and biologics will require an additional national marketing authorization in the UK. Failure to comply with applicable foreign laws and regulatory requirements may result in, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, and operating restrictions.

Additional Laws and Regulations Governing International Operations

If we further expand our operations outside of the United States, we must dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate. The FCPA prohibits

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any U.S. individual or business from paying, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. Likewise, the UK Bribery Act of 2010 applies to companies that carry on all or part of their business in the UK, and prohibits bribing another person or being bribed, bribing a foreign public official with the intent to influence and obtain or retain business or an advantage, and failure by a commercial party to prevent bribery, including where the prohibited conduct or its effects occurred entirely outside the UK.

Compliance with the FCPA and anti-corruption and anti-bribery laws in other countries is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If we expand our presence outside of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs.

The failure to comply with laws governing international business practices may result in substantial civil and criminal penalties and suspension or debarment from government contracting. The SEC also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

Coverage, Pricing and Reimbursement

Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may obtain regulatory approval. In the United States and in foreign markets, sales of any products for which we receive regulatory approval for commercial sale will depend, in part, on the extent to which third-party payors provide coverage and establish adequate reimbursement levels for such products. In the United States, third-party payors include federal and state healthcare programs, private managed care providers, health insurers and other organizations. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid in the United States, and commercial payors are critical to new product acceptance.

Our ability to commercialize any products successfully also will depend, in part, on the extent to which coverage and adequate reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which therapeutics they will pay for and establish reimbursement levels. Coverage and reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination that use of a therapeutic is:

We cannot be sure that reimbursement will be available for any product that we commercialize and, if coverage and reimbursement are available, what the level of reimbursement will be. Coverage may also be more limited than the purposes for which the product is approved by the FDA or comparable foreign regulatory

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authorities. Reimbursement may impact the demand for, or the price of, any product for which we obtain regulatory approval.

Third-party payors are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy. Obtaining reimbursement for our products may be particularly difficult because of the higher prices often associated with branded drugs and drugs administered under the supervision of a physician. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of our products, in addition to the costs required to obtain FDA approvals. Our product candidates may not be considered medically necessary or cost-effective. Obtaining coverage and reimbursement approval of a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide to each payor supporting scientific, clinical and cost-effectiveness data for the use of our product on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement will be obtained. A payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Further, one payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage for the product. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize any product candidate that we successfully develop.

Different pricing and reimbursement schemes exist in other countries. In the EU, governments influence the price of pharmaceutical products through their pricing and reimbursement rules and control of national health care systems that fund a large part of the cost of those products to consumers. Some jurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement price has been agreed. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate to currently available therapies. Other member states allow companies to fix their own prices for medicines but monitor and control company profits. The downward pressure on health care costs has become intense. As a result, increasingly high barriers are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressure on pricing within a country.

The marketability of any product candidates for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care, the increasing influence of health maintenance organizations and additional legislative changes in the United States have increased, and we expect will continue to increase, the pressure on healthcare pricing. The downward pressure on the rise in healthcare costs in general, particularly prescription medicines, medical devices and surgical procedures and other treatments, has become very intense. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.

Healthcare Reform

In the United States and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect the ability to profitably sell product candidates for which marketing approval is obtained. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

For example, the ACA has substantially changed healthcare financing and delivery by both governmental and private insurers. Among the ACA provisions of importance to the pharmaceutical and biotechnology industries are the following:

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There have been legal and political challenges to certain aspects of the ACA. For example, former President Trump signed several executive orders and other directives designed to delay, circumvent or loosen certain requirements mandated by the ACA. Additionally, the United States Supreme Court is currently reviewing the constitutionality of the ACA, but it is unclear when a decision will be made. Although the United States Supreme Court has not yet ruled on the constitutionality of the ACA, on January 28, 2021, President Biden issued an executive order to initiate a special enrollment period from February 15, 2021 through May 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructs certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is unclear how the Supreme Court ruling, other such litigation, and the healthcare reform measures of the Biden administration will impact the ACA. The ultimate content, timing or effect of any healthcare reform legislation on the U.S. healthcare industry is also unclear.

We anticipate that the ACA, if substantially maintained in its current form, will continue to result in additional downward pressure on coverage and the price that we receive for any approved product, and could seriously harm our business. Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our products. Such reforms could have an adverse effect on anticipated revenue from product candidates that we may successfully develop and for which we may obtain regulatory approval and may affect our overall financial condition and ability to develop product candidates.

Further legislation or regulation could be passed that could harm our business, financial condition and results of operations. Other legislative changes have been proposed and adopted since the ACA was enacted. Aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect beginning on April 1, 2013, will stay in effect through 2027 unless additional Congressional action is taken.  

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However, COVID-19 relief support legislation suspended the 2% Medicare sequester from May 1, 2020 through March 31, 2021.

Additionally, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been several U.S. Congressional inquiries, presidential executive orders and proposed and enacted federal legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer-patient programs and reform government program reimbursement methodologies for drugs. The Trump administration used several means to propose or implement drug pricing reform, including through federal budget proposals, executive orders and policy initiatives. For example, on July 24, 2020 and September 13, 2020, the Trump administration announced several executive orders related to prescription drug pricing that attempt to implement several of the administration’s proposals. On November 20, 2020, HHS finalized a regulation removing safe harbor protection for price reductions from pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit managers, unless the price reduction is required by law. The implementation of the rule has been delayed by the Biden administration from January 1, 2022 to January 1, 2023 in response to ongoing litigation. The rule also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a new safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers, the implementation of which have also been delayed pending review by the Biden administration until March 22, 2021. Further, on November 20, 2020, CMS issued an interim final rule implementing President Trump’s Most Favored Nation executive order, which would tie Medicare Part B payments for certain physician-administered drugs to the lowest price paid in other economically advanced countries, effective January 1, 2021. On December 28, 2020, the United States District Court in Northern California issued a nationwide preliminary injunction against implementation of the interim final rule. However, it is unclear whether the Biden administration will work to reverse these measures or pursue similar policy initiatives. Individual states in the United States have also become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Further, it is possible that additional governmental action is taken in response to COVID-19.

Human Capital

Our team of talented scientists and industry professionals is the foundation of our company and fuels our historical and prospective achievements for patients. We consider the intellectual capital of our employees to be an essential driver of our business and key to our future opportunities. As of December 31, 2020, we had 210 employees, of which approximately 165 (79%) are engaged in research and development activities, 86 hold Ph.D. and/or M.D. degrees and an additional 50 hold a masters or other post-graduate degree. Every NGM team member plays a vital role in furthering our goals and impacting our progress towards fully realizing our mission to develop transformative therapies for patients.

To succeed in our mission, we must attract, recruit, retain, develop and motivate qualified clinical, nonclinical, scientific, manufacturing, regulatory, management and other personnel needed to support our business and operations. Based in the San Francisco Bay Area, we face significant competition for experienced employees from a large and diverse group of biotechnology and pharmaceutical companies. As a result of intense recruitment efforts within biotech, we face higher turnover rates than other industries. In 2020, particularly after the COVID-19 pandemic necessitated remote work for most employees, we experienced a higher-than-normal rate of employees leaving the company to pursue other opportunities. This turnover was mitigated by a robust recruiting effort, with 70 new employees hired last year. We maintain a comprehensive set of metrics, including recruitment yield, employee engagement, total rewards benchmarking, turnover and exit interviews, to guide our human capital management efforts.

We believe that we can best address competitive challenges by enhancing the reputation of NGM as a great place to work, which includes nurturing our workplace culture, providing competitive compensation and benefits programs and supporting employee career development. To that end, we continue to invest resources and energy into being an employer of choice – attracting and engaging individuals who are innovative, curious, driven, diligent, collaborative and of the highest scientific integrity and ethics. Some of our key efforts in this area and management of our human capital assets generally are described here.

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Compensation and Benefits

Our compensation philosophy is to provide pay and benefits that are competitive in the biotechnology and pharmaceutical industry where we compete for talent. We monitor our compensation programs closely and review them at least annually to provide what we consider to be a very competitive mix of compensation and health, welfare and retirement benefits for all our employees. Our compensation package for all employees includes market-competitive base salaries, annual performance bonuses and stock option grants. Our benefits programs include company sponsored medical, dental and vision health care coverage, life and AD&D insurance, a 401(k) plan with a matching employer contribution, paid time off and family leave and an employee stock purchase plan, among others benefits. At the end of 2020, we undertook a detailed review of our compensation by position and level and made adjustments necessary to ensure that we continue to provide competitive compensation. We are focused on fairness in pay equity across gender and ethnicity among similar roles and responsibilities throughout our organization, after accounting for legitimate business factors that can explain differences, such as performance, time at grade level, education and tenure. Our efforts extend beyond pay equity to include fairness in gender and ethnic representation at all levels in the organization.

Diversity, Equity and Inclusion

Our goal is a diverse and inclusive workforce – not just because it is the right thing to do but because we believe that such a workforce is key to our long-term success. As of December 31, 2020, NGM employed 101 women (48%) and 109 men (52%), and 61% of our employees self-identify as non-white, including 10% that are from traditionally underrepresented groups. Our leadership, including employees at or above the vice president level and members of our board of directors, includes 36% women and 32% who self-identify as non-white. To champion our efforts in this area, we formed a cross functional team of employees to drive our diversity, equity and inclusion initiatives that are organized around five pillars: training and education; communication and awareness; diverse candidate pipelines; community outreach; and career advancement and advocacy. In 2020 and into 2021, we have focused on anti-black racism. Our recent efforts have included mandatory unconscious bias and discrimination training, an employee-led diversity page on our intranet, voluntary participation in a program to encourage allyship through twice-weekly exercises in conjunction with Black History Month, conducting a survey to understand employee sentiment around race-related issues to establish a baseline for tracking future progress, planning a pilot 2021 internship program and specific efforts to provide the company with a more diverse candidate pipeline. In addition to internal efforts, NGM continues its practice of quantifying racial, ethnic and gender diversity within completed clinical studies, and in 2021 intends to begin publishing those metrics internally and educating ourselves on industry best-practices to improve recruitment and retention of women and minorities in our clinical trials.

Communication and Engagement

We believe that part of what sets NGM apart from other companies is our culture and, in particular, our focus on providing timely and transparent communications and creating a strong sense of belonging and inclusiveness. The COVID-19 pandemic made it unsafe for us to provide the many traditions and celebrations that contribute to what makes NGM a special place to work: monthly themed happy hours; weekly group lunch programs, often with scientific updates of interest; and events including an annual anniversary party, Thanksgiving potluck and holiday white elephant party, among many others. In 2020, we shifted to a virtual setting and continued to emphasize communication and employee engagement through quarterly all-employee virtual town halls; weekly emails from the CEO; reflection emails from a different employee each week; regular, virtual coffee chats for small groups with our CEO and other members of senior management; our annual employee engagement survey; and company-wide virtual celebrations.

Health, Wellness and Safety

We are committed to the health and safety of our employees. Early in 2020, we formed the CARE, or COVID Awareness and Re-Entry, team to handle issues related to the ongoing COVID-19 pandemic. In addition to advising the company on matters related to compliance with federal, state and local guidance, the CARE team engages in ongoing, frequent communications with employees on matters related to personal safety – particularly for those essential workers required to work on site. We also partner with a third-party provider to provide daily symptom screenings, backed by the support of medical professionals, when warranted. Ongoing activities that continue to promote employee wellness include external support from our employee assistance program as well as recently added mental wellness and health advocacy services. We look forward to resuming all-employee access to our on-site gym, boot camp and other exercise-related options when conditions permit.

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None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union. We consider our relations with our employees to be good.

Corporate and Available Information

We were incorporated in Delaware in December 2007 and commenced operations in 2008. Our principal executive offices are located at 333 Oyster Point Blvd., South San Francisco, CA 94080-7014, and our telephone number is (650) 243-5555. Our website address is http://www.ngmbio.com.

We file or furnish electronically with the U.S. Securities and Exchange Commission, or the SEC, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies of these reports available free of charge through the “SEC Filings” tab on the “Investors & Media” page of our website as soon as reasonably practicable after we file or furnish them with the SEC.

Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

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