British Columbia, Canada
|
|
98-0597776
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
Page
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,630
|
|
|
$
|
166,779
|
|
Short-term investments (note 2)
|
123,052
|
|
|
14,525
|
|
||
Accounts receivable
|
395
|
|
|
1,008
|
|
||
Accrued revenue
|
128
|
|
|
128
|
|
||
Investment tax credits receivable
|
148
|
|
|
246
|
|
||
Prepaid expenses and other assets
|
1,459
|
|
|
1,196
|
|
||
Total current assets
|
151,812
|
|
|
183,882
|
|
||
Long-term investments (note 2)
|
—
|
|
|
10,070
|
|
||
Property and equipment
|
14,555
|
|
|
12,912
|
|
||
Less accumulated depreciation
|
(10,469
|
)
|
|
(9,729
|
)
|
||
Property and equipment, net of accumulated depreciation
|
4,086
|
|
|
3,183
|
|
||
Intangible assets (note 3)
|
196,318
|
|
|
352,642
|
|
||
Goodwill (note 3)
|
162,514
|
|
|
162,514
|
|
||
Total assets
|
$
|
514,730
|
|
|
$
|
712,291
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities (note 5)
|
$
|
7,132
|
|
|
$
|
8,827
|
|
Deferred revenue (note 4)
|
15
|
|
|
868
|
|
||
Liability-classified options (notes 2 and 6)
|
948
|
|
|
—
|
|
||
Warrants (note 2)
|
297
|
|
|
883
|
|
||
Total current liabilities
|
8,392
|
|
|
10,578
|
|
||
Deferred revenue, net of current portion (note 4)
|
—
|
|
|
213
|
|
||
Contingent consideration (note 8)
|
8,253
|
|
|
7,497
|
|
||
Deferred tax liability
|
81,460
|
|
|
146,324
|
|
||
Total liabilities
|
98,105
|
|
|
164,612
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common shares (note 6)
|
|
|
|
|
|
||
Authorized - unlimited number with no par value
|
|
|
|
|
|
||
Issued and outstanding: 54,841,494
(December 31, 2015 - 54,570,691)
|
864,375
|
|
|
834,240
|
|
||
Additional paid-in capital
|
34,486
|
|
|
30,206
|
|
||
Deficit
|
(432,454
|
)
|
|
(266,985
|
)
|
||
Accumulated other comprehensive loss
|
(49,782
|
)
|
|
(49,782
|
)
|
||
Total stockholders' equity
|
416,625
|
|
|
547,679
|
|
||
Total liabilities and stockholders' equity
|
$
|
514,730
|
|
|
$
|
712,291
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenue (note 4)
|
|
|
|
|
|
|
|
||||||||
Collaborations and contracts
|
$
|
87
|
|
|
$
|
3,035
|
|
|
$
|
226
|
|
|
$
|
8,865
|
|
Licensing fees, milestone and royalty payments
|
687
|
|
|
1,030
|
|
|
1,460
|
|
|
3,322
|
|
||||
Total revenue
|
774
|
|
|
4,065
|
|
|
1,686
|
|
|
12,187
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Research, development, collaborations and contracts
|
15,738
|
|
|
16,354
|
|
|
44,097
|
|
|
36,601
|
|
||||
General and administrative
|
3,720
|
|
|
7,706
|
|
|
34,705
|
|
|
18,084
|
|
||||
Depreciation of property and equipment
|
291
|
|
|
153
|
|
|
760
|
|
|
420
|
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
9,656
|
|
||||
Impairment of intangible assets (note 3)
|
—
|
|
|
37,990
|
|
|
156,324
|
|
|
37,990
|
|
||||
Total expenses
|
19,749
|
|
|
62,203
|
|
|
235,886
|
|
|
102,751
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(18,975
|
)
|
|
(58,138
|
)
|
|
(234,200
|
)
|
|
(90,564
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (losses)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
425
|
|
|
183
|
|
|
1,104
|
|
|
466
|
|
||||
Foreign exchange gains (losses)
|
(795
|
)
|
|
11,801
|
|
|
2,180
|
|
|
16,268
|
|
||||
Gain on disposition of financial instrument (note 4)
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Decrease in fair value of warrant liability (note 2)
|
10
|
|
|
1,976
|
|
|
339
|
|
|
2,777
|
|
||||
Increase in fair value of contingent consideration (note 8)
|
(260
|
)
|
|
—
|
|
|
(756
|
)
|
|
—
|
|
||||
Total other income (losses)
|
(620
|
)
|
|
13,960
|
|
|
3,867
|
|
|
19,511
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
(19,595
|
)
|
|
(44,178
|
)
|
|
(230,333
|
)
|
|
(71,053
|
)
|
||||
Income tax benefit
|
—
|
|
|
15,196
|
|
|
64,864
|
|
|
15,196
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(19,595
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(165,469
|
)
|
|
$
|
(55,857
|
)
|
Loss per common share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.37
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(1.28
|
)
|
Weighted average number of common shares
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
53,652,007
|
|
|
50,756,484
|
|
|
52,588,505
|
|
|
43,580,555
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustment
|
—
|
|
|
(10,101
|
)
|
|
—
|
|
|
(19,275
|
)
|
||||
Comprehensive loss
|
$
|
(19,595
|
)
|
|
$
|
(39,083
|
)
|
|
$
|
(165,469
|
)
|
|
$
|
(75,132
|
)
|
|
Number
of shares |
|
Share
capital |
|
Additional paid-in
capital |
|
Deficit
|
|
Accumulated other comprehensive
loss |
|
Total
stockholders' equity |
|||||||||||
December 31, 2015
|
54,570,691
|
|
|
$
|
834,240
|
|
|
$
|
30,206
|
|
|
$
|
(266,985
|
)
|
|
$
|
(49,782
|
)
|
|
$
|
547,679
|
|
Stock-based compensation
|
—
|
|
|
28,968
|
|
|
4,570
|
|
|
—
|
|
|
—
|
|
|
33,538
|
|
|||||
Reclassification of equity to liability stock option awards (notes 2 and 6)
|
—
|
|
|
—
|
|
|
(3,243
|
)
|
|
—
|
|
|
—
|
|
|
(3,243
|
)
|
|||||
Certain fair value adjustments to liability stock option awards (notes 2 and 6)
|
—
|
|
|
|
|
|
3,170
|
|
|
—
|
|
|
—
|
|
|
3,170
|
|
|||||
Issuance of common shares
pursuant to exercise of options |
100,303
|
|
|
475
|
|
|
(217
|
)
|
|
—
|
|
|
—
|
|
|
258
|
|
|||||
Issuance of common shares
pursuant to exercise of warrants |
170,500
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,469
|
)
|
|
—
|
|
|
(165,469
|
)
|
|||||
Balance, September 30, 2016
|
54,841,494
|
|
|
$
|
864,375
|
|
|
$
|
34,486
|
|
|
$
|
(432,454
|
)
|
|
$
|
(49,782
|
)
|
|
$
|
416,625
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net loss for the period
|
$
|
(19,595
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(165,469
|
)
|
|
$
|
(55,857
|
)
|
Items not involving cash:
|
|
|
|
|
|
|
|
||||||||
Deferred income taxes
|
—
|
|
|
(15,196
|
)
|
|
(64,864
|
)
|
|
(15,196
|
)
|
||||
Depreciation of property and equipment
|
291
|
|
|
153
|
|
|
760
|
|
|
420
|
|
||||
Stock-based compensation - research, development,
collaborations and contract expenses |
2,759
|
|
|
2,671
|
|
|
8,225
|
|
|
5,376
|
|
||||
Stock-based compensation - general and administrative
expenses |
1,695
|
|
|
4,832
|
|
|
26,253
|
|
|
9,357
|
|
||||
Unrealized foreign exchange (gains) losses
|
826
|
|
|
(11,790
|
)
|
|
(2,130
|
)
|
|
(16,208
|
)
|
||||
Change in fair value of warrant liability
|
(10
|
)
|
|
(1,976
|
)
|
|
(339
|
)
|
|
(2,777
|
)
|
||||
Change in fair value of contingent consideration
|
260
|
|
|
—
|
|
|
756
|
|
|
—
|
|
||||
Impairment of intangible assets (note 3)
|
—
|
|
|
37,990
|
|
|
156,324
|
|
|
37,990
|
|
||||
Net change in non-cash operating items:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
61
|
|
|
4,047
|
|
|
613
|
|
|
(577
|
)
|
||||
Accrued revenue
|
—
|
|
|
(164
|
)
|
|
—
|
|
|
14
|
|
||||
Investment tax credits receivable
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
||||
Prepaid expenses and other assets
|
584
|
|
|
469
|
|
|
(263
|
)
|
|
171
|
|
||||
Accounts payable and accrued liabilities
|
(887
|
)
|
|
2,408
|
|
|
(1,961
|
)
|
|
(2,935
|
)
|
||||
Deferred revenue
|
(696
|
)
|
|
3,011
|
|
|
(1,066
|
)
|
|
2,054
|
|
||||
Net cash used in operating activities
|
(14,712
|
)
|
|
(2,527
|
)
|
|
(43,063
|
)
|
|
(38,168
|
)
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Disposition (acquisition) of short and long-term investments, net
|
(712
|
)
|
|
(17,144
|
)
|
|
(98,457
|
)
|
|
10,275
|
|
||||
Cash acquired through acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
324
|
|
||||
Acquisition of property and equipment
|
(168
|
)
|
|
(589
|
)
|
|
(1,397
|
)
|
|
(1,113
|
)
|
||||
Net cash provided by (used) in investing activities
|
(880
|
)
|
|
(17,733
|
)
|
|
(99,854
|
)
|
|
9,486
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of common shares, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
142,177
|
|
||||
Issuance of common shares pursuant to exercise of options
|
76
|
|
|
116
|
|
|
192
|
|
|
1,675
|
|
||||
Issuance of common shares pursuant to exercise of warrants
|
—
|
|
|
—
|
|
|
445
|
|
|
43
|
|
||||
Net cash provided by financing activities
|
76
|
|
|
116
|
|
|
637
|
|
|
143,895
|
|
||||
Effect of foreign exchange rate changes on cash and
cash equivalents |
(824
|
)
|
|
(5,972
|
)
|
|
2,131
|
|
|
(6,311
|
)
|
||||
(Decrease) Increase in cash and cash equivalents
|
(16,340
|
)
|
|
(26,116
|
)
|
|
(140,149
|
)
|
|
108,902
|
|
||||
Cash and cash equivalents, beginning of period
|
42,970
|
|
|
207,205
|
|
|
166,779
|
|
|
72,187
|
|
||||
Cash and cash equivalents, end of period
|
$
|
26,630
|
|
|
$
|
181,089
|
|
|
$
|
26,630
|
|
|
$
|
181,089
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
||||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
||||||||
Investment tax credit received
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
24
|
|
||
Acquisition of Arbutus Inc. excluding cash acquired
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
381,618
|
|
||
Acquired property and equipment in trade payables
|
(266
|
)
|
|
—
|
|
|
$
|
(266
|
)
|
|
—
|
|
•
|
Level 1 inputs are quoted market prices for identical instruments available in active markets.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability.
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
September 30, 2016
|
|
|||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
26,630
|
|
|
—
|
|
|
—
|
|
|
$
|
26,630
|
|
|
Short-term investments
|
123,052
|
|
|
—
|
|
|
—
|
|
|
123,052
|
|
|||
Total
|
$
|
149,682
|
|
|
—
|
|
|
—
|
|
|
$
|
149,682
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||
Liability-classified options
|
—
|
|
|
—
|
|
|
$
|
948
|
|
|
$
|
948
|
|
|
Warrants
|
—
|
|
|
—
|
|
|
297
|
|
|
297
|
|
|||
Contingent consideration
|
—
|
|
|
—
|
|
|
8,253
|
|
|
8,253
|
|
|||
Total
|
—
|
|
|
—
|
|
|
$
|
9,498
|
|
|
$
|
9,498
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
December 31, 2015
|
|
|||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
166,779
|
|
|
—
|
|
|
—
|
|
|
$
|
166,779
|
|
|
Short-term investments
|
14,525
|
|
|
—
|
|
|
—
|
|
|
14,525
|
|
|||
Term deposit
|
10,070
|
|
|
—
|
|
|
—
|
|
|
10,070
|
|
|||
Total
|
$
|
191,374
|
|
|
—
|
|
|
—
|
|
|
$
|
191,374
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||
Warrants
|
—
|
|
|
—
|
|
|
$
|
883
|
|
|
$
|
883
|
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
7,497
|
|
|
7,497
|
|
|||
Total
|
—
|
|
|
—
|
|
|
$
|
8,380
|
|
|
$
|
8,380
|
|
|
Liability at beginning of the period
|
|
Fair value of warrants exercised in the period
|
|
Increase (decrease) in fair value of warrants
|
|
Foreign exchange (gain) loss
|
|
Liability at end of the period
|
||||||||||
Nine months ended September 30, 2015
|
$
|
5,099
|
|
|
$
|
(334
|
)
|
|
$
|
(2,777
|
)
|
|
$
|
(493
|
)
|
|
$
|
1,495
|
|
Nine months ended September 30, 2016
|
$
|
883
|
|
|
$
|
(247
|
)
|
|
$
|
(339
|
)
|
|
$
|
—
|
|
|
$
|
297
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
49.69
|
%
|
|
49.07
|
%
|
||
Risk-free interest rate
|
0.51
|
%
|
|
0.48
|
%
|
||
Expected average term
|
0.4 years
|
|
|
0.6 years
|
|
||
Fair value of warrants outstanding
|
$
|
1.48
|
|
|
$
|
2.33
|
|
Aggregate fair value of warrants outstanding
|
$
|
297
|
|
|
$
|
883
|
|
Number of warrants outstanding
|
201,000
|
|
|
379,500
|
|
|
Liability at beginning of the period
1
|
|
Increase in fair value of Contingent Consideration
|
|
Liability at end of the period
|
||||||
Nine months ended September 30, 2015
|
$
|
4,736
|
|
|
$
|
1,929
|
|
|
$
|
6,665
|
|
Nine months ended September 30, 2016
|
$
|
7,497
|
|
|
$
|
756
|
|
|
$
|
8,253
|
|
1.
|
Contingent consideration was assumed by the Company as part of its acquisition of Arbutus Inc. As such, the beginning balance for the nine-months ended September 30, 2015 was the fair value as at the acquisition date of March 4, 2015. The beginning balance for the nine-months ended September 30, 2016 was the fair value as at December 31, 2015.
|
|
September 30, 2016
|
|
December 31, 2015
|
|
||
IPR&D – Immune Modulators
|
73,243
|
|
183,103
|
|
||
IPR&D – Antigen Inhibitors
|
36,437
|
|
36,437
|
|
||
IPR&D – cccDNA Sterilizers
|
86,638
|
|
133,102
|
|
||
Total IPR&D
|
$
|
196,318
|
|
$
|
352,642
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Collaborations and contracts
|
|
|
|
|
|
|
|
||||||||
DoD (a)
|
$
|
—
|
|
|
$
|
2,002
|
|
|
—
|
|
|
$
|
6,909
|
|
|
Monsanto (b)
|
—
|
|
|
309
|
|
|
—
|
|
|
826
|
|
||||
Dicerna (c)
|
87
|
|
|
724
|
|
|
226
|
|
|
1,130
|
|
||||
Total research and development collaborations and contracts
|
87
|
|
|
3,035
|
|
|
226
|
|
|
8,865
|
|
||||
Licensing fees, milestone and royalty payments
|
|
|
|
|
|
|
|
||||||||
Monsanto licensing fees and milestone payments (b)
|
—
|
|
|
727
|
|
|
—
|
|
|
2,374
|
|
||||
Dicerna licensing fee (c)
|
640
|
|
|
263
|
|
|
1,066
|
|
|
789
|
|
||||
Other milestone and royalty payments (d)
|
47
|
|
|
40
|
|
|
394
|
|
|
159
|
|
||||
Total licensing fees, milestone and royalty payments
|
687
|
|
|
1,030
|
|
|
1,460
|
|
|
3,322
|
|
||||
Total revenue
|
$
|
774
|
|
|
$
|
4,065
|
|
|
$
|
1,686
|
|
|
$
|
12,187
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
||
DoD (a)
|
$
|
15
|
|
|
$
|
15
|
|
Dicerna current portion (c)
|
—
|
|
|
853
|
|
||
Deferred revenue, current portion
|
15
|
|
|
868
|
|
||
Dicerna long-term portion (c)
|
—
|
|
|
213
|
|
||
Total deferred revenue
|
$
|
15
|
|
|
$
|
1,081
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
||
Trade accounts payable
|
$
|
2,071
|
|
|
$
|
2,610
|
|
Research and development accruals
|
2,568
|
|
|
2,358
|
|
||
Professional fee accruals
|
264
|
|
|
640
|
|
||
Deferred lease inducements
|
244
|
|
|
297
|
|
||
Payroll accruals
|
1,252
|
|
|
2,331
|
|
||
Other accrued liabilities
|
733
|
|
|
591
|
|
||
|
$
|
7,132
|
|
|
$
|
8,827
|
|
|
September 30,
|
|
January 1,
|
||||
|
2016
|
|
2016
|
||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
70.56
|
%
|
|
97.78
|
%
|
||
Risk-free interest rate
|
0.66
|
%
|
|
0.86
|
%
|
||
Expected average term (years)
|
3.9
|
|
|
5.3
|
|
||
Fair value of options outstanding
|
$
|
1.52
|
|
|
$
|
3.33
|
|
Aggregate fair value of options outstanding (in thousands)
|
$
|
948
|
|
|
$
|
1,909
|
|
Number of options outstanding
|
639,500
|
|
|
718,333
|
|
|
Number of
optioned
common shares
|
|
|
Weighted
average exercise
price (C$)
|
|
|
Weighted
average exercise
price (US$)
|
|
|
Aggregate
intrinsic
value (US$)
|
|
|||
Balance, January 1, 2016
|
718,333
|
|
|
$
|
7.24
|
|
|
$
|
5.23
|
|
|
$
|
604
|
|
Options exercised
|
(30,000
|
)
|
|
3.00
|
|
|
2.29
|
|
|
35
|
|
|||
Options forfeited, canceled or expired
|
(48,833
|
)
|
|
8.19
|
|
|
6.24
|
|
|
—
|
|
|||
Balance, September 30, 2016
|
639,500
|
|
|
$
|
7.36
|
|
|
$
|
5.61
|
|
|
$
|
251
|
|
|
|
Options outstanding September 30, 2016
|
|
Options exercisable September 30, 2016
|
||||||||||||||||
Range of
Exercise prices (US$)
|
|
Number
of options
outstanding
|
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise
price (US$)
|
|
|
Number
of options
exercisable
|
|
|
Weighted
average
exercise
price (US$)
|
|
||||||
$1.30
|
|
to
|
|
$1.83
|
|
120,000
|
|
|
4.3
|
|
$
|
1.52
|
|
|
120,000
|
|
|
$
|
1.52
|
|
$2.94
|
|
to
|
|
$3.93
|
|
120,000
|
|
|
4.2
|
|
3.50
|
|
|
120,000
|
|
|
3.50
|
|
||
$4.06
|
|
to
|
|
$4.38
|
|
74,000
|
|
|
5.9
|
|
4.32
|
|
|
74,000
|
|
|
4.32
|
|
||
$4.96
|
|
to
|
|
$6.33
|
|
76,250
|
|
|
5.6
|
|
5.97
|
|
|
76,250
|
|
|
5.97
|
|
||
$6.95
|
|
to
|
|
$6.95
|
|
150,000
|
|
|
7.0
|
|
6.95
|
|
|
112,500
|
|
|
6.95
|
|
||
$9.55
|
|
to
|
|
$12.50
|
|
99,250
|
|
|
7.4
|
|
11.79
|
|
|
83,500
|
|
|
11.71
|
|
||
$1.30
|
|
to
|
|
$12.50
|
|
639,500
|
|
|
5.8
|
|
$
|
5.61
|
|
|
586,250
|
|
|
$
|
5.35
|
|
|
Number of
optioned
common shares
|
|
|
Weighted
average
fair value (US$)
|
|
|
Non-vested at January 1, 2016
|
134,000
|
|
|
$
|
3.61
|
|
Options vested
|
(55,750
|
)
|
|
0.72
|
|
|
Non-vested options forfeited
|
(25,000
|
)
|
|
0.16
|
|
|
Non-vested at September 30, 2016
|
53,250
|
|
|
$
|
1.77
|
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
||||||||||||||||
|
2016
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
|
2014
|
||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Collaborations and contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
DoD
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
$
|
3.0
|
|
|
$
|
2.8
|
|
Monsanto
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
0.3
|
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
||||||||
Dicerna
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.7
|
|
|
0.7
|
|
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
||||||||
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
4.5
|
|
|
3.0
|
|
|
2.4
|
|
|
3.4
|
|
|
3.4
|
|
||||||||
Monsanto licensing fees and milestone payments
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
0.7
|
|
|
0.8
|
|
|
0.8
|
|
|
0.9
|
|
||||||||
Dicerna licensing fee
|
0.6
|
|
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
||||||||
Other milestone and royalty payments
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||||
Total revenue
|
0.7
|
|
|
0.3
|
|
|
0.6
|
|
|
12.7
|
|
|
4.1
|
|
|
3.6
|
|
|
4.6
|
|
|
4.4
|
|
||||||||
Expenses
|
(19.7
|
)
|
|
(195.6
|
)
|
|
(20.6
|
)
|
|
(24.4
|
)
|
|
(62.2
|
)
|
|
(17.9
|
)
|
|
(22.7
|
)
|
|
(15.6
|
)
|
||||||||
Other income (losses)
|
(0.6
|
)
|
|
0.4
|
|
|
4.1
|
|
|
5.5
|
|
|
14.0
|
|
|
(0.5
|
)
|
|
6.0
|
|
|
5.0
|
|
||||||||
Loss before income taxes
|
(19.6
|
)
|
|
(194.9
|
)
|
|
(15.9
|
)
|
|
(6.2
|
)
|
|
(44.2
|
)
|
|
(14.8
|
)
|
|
(12.1
|
)
|
|
(6.2
|
)
|
||||||||
Income tax benefit
|
—
|
|
|
64.9
|
|
|
—
|
|
|
1.0
|
|
|
15.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss
|
(19.6
|
)
|
|
(130.0
|
)
|
|
(15.9
|
)
|
|
(5.2
|
)
|
|
(29.0
|
)
|
|
(14.8
|
)
|
|
(12.1
|
)
|
|
(6.2
|
)
|
||||||||
Basic and diluted net loss
per share
|
$
|
(0.37
|
)
|
|
$
|
(2.47
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.27
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenue
|
$
|
774
|
|
|
$
|
4,065
|
|
|
$
|
1,686
|
|
|
$
|
12,187
|
|
Operating expenses
|
19,749
|
|
|
62,203
|
|
|
235,886
|
|
|
102,751
|
|
||||
Loss from operations
|
(18,975
|
)
|
|
(58,138
|
)
|
|
(234,200
|
)
|
|
(90,564
|
)
|
||||
Net loss
|
$
|
(19,595
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(165,469
|
)
|
|
$
|
(55,857
|
)
|
Basic and diluted loss per share
|
(0.37
|
)
|
|
(0.57
|
)
|
|
(3.15
|
)
|
|
(1.28
|
)
|
|
Three months ended September 30,
|
||||||||||||
|
2016
|
|
% of Total
|
|
2015
|
|
% of Total
|
||||||
DoD
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,002
|
|
|
49
|
%
|
Monsanto
|
—
|
|
|
—
|
%
|
|
309
|
|
|
8
|
%
|
||
Dicerna
|
87
|
|
|
11
|
%
|
|
724
|
|
|
18
|
%
|
||
Total collaborations and contracts revenue
|
87
|
|
|
11
|
%
|
|
3,035
|
|
|
75
|
%
|
||
Monsanto licensing fee and milestone payments
|
—
|
|
|
—
|
%
|
|
727
|
|
|
18
|
%
|
||
Dicerna licensing fee
|
640
|
|
|
83
|
%
|
|
263
|
|
|
6
|
%
|
||
Other milestone and royalty payments
|
47
|
|
|
6
|
%
|
|
40
|
|
|
1
|
%
|
||
Total revenue
|
$
|
774
|
|
|
|
|
$
|
4,065
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
% of Total
|
|
2015
|
|
% of Total
|
||||||
DoD
|
$
|
—
|
|
|
—
|
%
|
|
$
|
6,909
|
|
|
57
|
%
|
Monsanto
|
—
|
|
|
—
|
%
|
|
826
|
|
|
7
|
%
|
||
Dicerna
|
226
|
|
|
13
|
%
|
|
1,130
|
|
|
9
|
%
|
||
Total collaborations and contracts revenue
|
226
|
|
|
13
|
%
|
|
8,865
|
|
|
73
|
%
|
||
Monsanto licensing fee and milestone payments
|
—
|
|
|
—
|
%
|
|
2,374
|
|
|
19
|
%
|
||
Dicerna licensing fee
|
1,066
|
|
|
63
|
%
|
|
789
|
|
|
6
|
%
|
||
Other milestone and royalty payments
|
394
|
|
|
23
|
%
|
|
159
|
|
|
1
|
%
|
||
Total revenue
|
$
|
1,686
|
|
|
|
|
$
|
12,187
|
|
|
|
|
Three months ended September 30,
|
||||||||||||
|
2016
|
|
% of Total
|
|
2015
|
|
% of Total
|
||||||
Research, development, collaborations and contracts
|
$
|
15,738
|
|
|
80
|
%
|
|
$
|
16,354
|
|
|
26
|
%
|
General and administrative
|
3,720
|
|
|
19
|
%
|
|
7,706
|
|
|
12
|
%
|
||
Depreciation
|
291
|
|
|
1
|
%
|
|
153
|
|
|
—
|
%
|
||
Acquisition costs
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Impairment of intangible assets
|
—
|
|
|
—
|
%
|
|
$
|
37,990
|
|
|
61
|
%
|
|
Total operating expenses
|
$
|
19,749
|
|
|
|
|
$
|
62,203
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
% of Total
|
|
2015
|
|
% of Total
|
||||||
Research, development, collaborations and contracts
|
$
|
44,097
|
|
|
19
|
%
|
|
$
|
36,601
|
|
|
36
|
%
|
General and administrative
|
34,705
|
|
|
15
|
%
|
|
18,084
|
|
|
18
|
%
|
||
Depreciation
|
760
|
|
|
—
|
%
|
|
420
|
|
|
—
|
%
|
||
Acquisition costs
|
—
|
|
|
—
|
%
|
|
9,656
|
|
|
9
|
%
|
||
Impairment of intangible assets
|
156,324
|
|
|
66
|
%
|
|
37,990
|
|
|
37
|
%
|
||
Total operating expenses
|
$
|
235,886
|
|
|
|
|
$
|
102,751
|
|
|
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
||||||||||||||
|
2016
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||||||||||
Research and development
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.4
|
|
|
$
|
1.0
|
|
|
$
|
0.3
|
|
General and administrative
|
1.5
|
|
|
18.5
|
|
|
4.5
|
|
|
4.5
|
|
|
4.3
|
|
|
3.1
|
|
|
0.9
|
|
|||||||
Total non-cash compensation for repurchase rights expiration
|
$
|
3.0
|
|
|
$
|
20.0
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
5.7
|
|
|
$
|
4.1
|
|
|
$
|
1.2
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest income
|
$
|
425
|
|
|
$
|
183
|
|
|
$
|
1,104
|
|
|
$
|
466
|
|
Foreign exchange gains (losses)
|
(795
|
)
|
|
11,801
|
|
|
2,180
|
|
|
16,268
|
|
||||
Gain on disposition of financial instrument
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Decrease in fair value of warrant liability
|
10
|
|
|
1,976
|
|
|
339
|
|
|
2,777
|
|
||||
Increase in fair value of contingent consideration
|
(260
|
)
|
|
—
|
|
|
(756
|
)
|
|
—
|
|
||||
Total other income (losses)
|
$
|
(620
|
)
|
|
$
|
13,960
|
|
|
$
|
3,867
|
|
|
$
|
19,511
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss for the period
|
$
|
(19,595
|
)
|
|
$
|
(28,982
|
)
|
|
$
|
(165,469
|
)
|
|
$
|
(55,857
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
5,821
|
|
|
16,684
|
|
|
124,985
|
|
|
18,962
|
|
||||
Changes in operating assets and liabilities
|
(938
|
)
|
|
9,771
|
|
|
(2,579
|
)
|
|
(1,273
|
)
|
||||
Net cash used in operating activities
|
(14,712
|
)
|
|
(2,527
|
)
|
|
(43,063
|
)
|
|
(38,168
|
)
|
||||
Net cash provided by (used in) investing activities
|
(880
|
)
|
|
(17,733
|
)
|
|
(99,854
|
)
|
|
9,486
|
|
||||
Net cash provided by financing activities
|
76
|
|
|
116
|
|
|
637
|
|
|
143,895
|
|
||||
Effect of foreign exchange rate changes on cash & cash equivalents
|
(824
|
)
|
|
(5,972
|
)
|
|
2,131
|
|
|
(6,311
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
(16,340
|
)
|
|
(26,116
|
)
|
|
(140,149
|
)
|
|
108,902
|
|
||||
Cash and cash equivalents, beginning of period
|
42,970
|
|
|
207,205
|
|
|
166,779
|
|
|
72,187
|
|
||||
Cash and cash equivalents, end of period
|
26,630
|
|
|
181,089
|
|
|
26,630
|
|
|
181,089
|
|
•
|
revenues earned from our legacy collaborative partnerships and licensing agreements, including milestone payments from Alnylam and royalties from sales of Marqibo from Spectrum;
|
•
|
the extent to which we continue the development of our product candidates, add new product candidates to our pipeline, or form collaborative relationships to advance our products;
|
•
|
our decisions to in-license or acquire additional products or technology for development, in particular for our HBV therapeutics programs;
|
•
|
our ability to attract and retain corporate partners, and their effectiveness in carrying out the development and ultimate commercialization of our product candidates;
|
•
|
whether batches of drugs that we manufacture fail to meet specifications resulting in delays and investigational and remanufacturing costs;
|
•
|
the decisions, and the timing of decisions, made by health regulatory agencies regarding our technology and products;
|
•
|
competing technological and market developments; and
|
•
|
costs associated with prosecuting and enforcing our patent claims and other intellectual property rights, including litigation and arbitration arising in the course of our business activities.
|
(in millions)
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less
than 1 year
|
|
1 – 3
years
|
|
3 – 5
years
|
|
More than
5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility lease
|
$
|
9.5
|
|
|
$
|
1.3
|
|
|
$
|
3.6
|
|
|
$
|
1.4
|
|
|
$
|
3.3
|
|
|
TEKMIRA PHARMACEUTICALS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Mark Murray
|
|
|
Mark Murray
|
|
|
President and Chief Executive Officer
|
Number
|
Description
|
|
|
10.1*†
|
Lease Agreement between Arbutus Biopharma, Inc. and ARE-PA Region No. 7, LLC dated August 9, 2016
|
|
|
10.2*†
|
First Amendment to Lease Agreement between Arbutus Biopharma, Inc. and ARE-PA Region No. 7, LLC dated October 7, 2016
|
|
|
10.3*
|
Acknowledgment of Commencement Date in connection with Lease Agreement between Arbutus Biopharma, Inc. and ARE-PA Region No. 7, LLC dated August 9, 2016 and as amended on October, 7, 2016
|
|
|
10.4*±
|
Termination and Severance Agreement between Arbutus Biopharma Corporation and Mark Kowalski, dated September 30, 2016
|
|
|
10.5*±
|
Termination and Severance Agreement between Arbutus Biopharma Corporation and Michael Abrams, dated September 30, 2016
|
|
|
31.1*
|
Certification of Chief Executive Officer pursuant to Rule 13a14 or 15d14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002
|
|
|
31.2*
|
Certification of Chief Financial Officer pursuant to Rule 13a14 or 15d14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002
|
|
|
32.1*
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002
|
|
|
32.2*
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002
|
|
|
101
|
Interactive Data Files
|
Address:
|
701 Veterans Circle, Warminster, Pennsylvania
18974-3531.
|
Premises:
|
The entirety of the building containing approximately 35,155 rentable square feet, (“
Building
”) located at the address above and the real property on which the Building is located, as shown on
Exhibit A
together with all improvements thereon and appurtenances thereto as described on
Exhibit B
.
|
Base Rent
: $49,803, per month
|
Rentable Area of Premises
: 35,155 sq. ft.
|
Security Deposit
: $99,606
|
Tenant’s Share of Operating Expenses
: [***]
|
Rent Adjustment Percentage
: [***]
|
Target Commencement Date
: November 1, 2016
|
Base Term:
|
Beginning on November 1, 2016 and ending on April 30, 2027, i.e., 126 months after November 1, 2016.
|
Permitted Use:
|
for the operation of a research and development laboratory, in addition to general office and other related uses, and for and all other incidental uses arising out of the operation of Tenant's business in the Premises, but in all events in compliance with the provisions of
Section 7
hereof.
|
Address for Rent Payment:
|
Landlord’s Notice Address:
|
ARE-PA Region No. 7, LLC
SunTrust Bank
Lockbox #79840
1000 Stewart Avenue
Glen Burnie, Maryland 21061
|
385 E. Colorado Blvd., Suite 299
Pasadena, California 91101
Attention: Corporate Secretary
|
Tenant’s Notice Address (before the Commencement Date):
|
Tenant’s Notice Address (from and after the Commencement Date):
|
100 - 8900 Glenlyon Parkway
Burnaby, British Columbia
Canada V5J 5J8
Attention: General Counsel
|
701 Veterans Circle
Warminster, Pennsylvania 18974-3531
Attention: General Counsel
|
[X] EXHIBIT A -
DRAWING SHOWING PREMISES
|
[X] EXHIBIT B -
DESCRIPTION OF PREMISES
|
[X] EXHIBIT C -
WORK LETTER
|
[X] EXHIBIT D -
COMMENCEMENT DATE
|
[X] EXHIBIT E -
RULES AND REGULATIONS
|
[X] EXHIBIT F -
TENANT’S PERSONAL PROPERTY
|
[X] EXHIBIT G -
GUARANTY OF LEASE
|
|
Time Period
|
Annual Rate Per Rentable Square Foot
|
Monthly Installment of Base Rent
|
11.1.16 to 10.31.17
|
$17.00
|
$49,803†
|
11.1.17 to 10.31.18
|
$[***]
|
$[***]
|
11.1.18 to 10.31.19
|
$[***]
|
$[***]
|
11.1.19 to 10.31.20
|
$[***]
|
$[***]
|
11.1.20 to 10.31.21
|
$[***]
|
$[***]
|
11.1.21 to 10.31.22
|
$[***]
|
$[***]
|
11.1.22 to 10.31.23
|
$[***]
|
$[***]
|
11.1.23 to 10.31.24
|
$[***]
|
$[***]
|
11.1.24 to 10.31.25
|
$[***]
|
$[***]
|
11.1.25 to 10.31.26
|
$[***]
|
$[***]
|
11.1.26 to 04.30.27
|
$22.85
|
$66,931
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
|
By:
|
ARE-QRS CORP.,
|
1.
|
General Requirements
.
|
(a)
|
Tenant’s Authorized Representative
. Tenant designates Mike McElhaugh and Mike Sofia (either such individual acting alone, “
Tenant’s Representative
”) as the only persons authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“
Communication
”) from or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing (including e-mail transmissions) from Tenant’s Representative. Tenant may change either Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord.
|
(b)
|
Landlord’s Authorized Representative
. Landlord designates Lawrence J. Diamond and Edward J. Rose (either such individual acting alone, “
Landlord’s Representative
”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing (including e-mail transmissions) from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant.
|
(c)
|
Architects, Consultants and Contractors
. Landlord and Tenant hereby acknowledge and agree that the architect (“
TI Architect
”) for the Tenant Improvements (as defined in
Section 2(a)
below), the general contractor and any subcontractors for the Tenant Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall assign to Landlord any warranty made by any contractor or any subcontractor with respect to the Tenant Improvements.
|
2.
|
Tenant Improvements.
|
(a)
|
Tenant Improvements Defined
. As used herein, “
Tenant Improvements
” shall mean all improvements to the Premises desired by Tenant of a fixed and permanent nature. Other than funding the TI Allowance (as defined below) as provided herein, Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy.
|
(b)
|
Tenant’s Space Plans
. Tenant shall deliver to Landlord schematic drawings and outline specifications (“
TI Design Drawings
”) detailing Tenant’s requirements for the Tenant Improvements. Not more than 7 days thereafter, Landlord shall deliver to Tenant and the TI Architect the written objections, questions or comments of Landlord with regard to the TI Design Drawings. Tenant shall cause the TI Design Drawings to be revised to address such written comments and shall resubmit said drawings to Landlord for approval thereafter. Such process shall continue until Landlord has approved the TI Design Drawings.
|
(c)
|
Working Drawings
. Following the approval of the TI Design Drawings by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“
TI Construction Drawings
”), which TI Construction Drawings shall be prepared substantially in accordance with the TI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than 7 business days after Landlord’s receipt of the same;
provided
,
however
, that Landlord may not disapprove any matter that is consistent with the TI Design Drawings. Tenant and the
|
(d)
|
Approval and Completion
. If any dispute regarding the design of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable by Tenant, and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Landlord Element (in which case Landlord shall make the final decision). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in
Section 4
hereof.
|
3.
|
Performance of the Tenant Improvements.
|
(a)
|
Commencement and Permitting of the Tenant Improvements
. Tenant shall commence construction of the Tenant Improvements upon obtaining and delivering to Landlord a building permit (“
TI Permit
”) authorizing the construction of the Tenant Improvements consistent with the TI Construction Drawings approved by Landlord. The cost of obtaining the TI Permit shall be payable by Tenant. Landlord shall assist Tenant in obtaining the TI Permit. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the TI Architect), and certificates of insurance from any contractor performing any part of the Tenant Improvement evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above.
|
(b)
|
Selection of Materials, Etc
. Where more than one type of material or structure is indicated on the TI Construction Drawings approved by Tenant and Landlord, the option will be within Tenant’s reasonable discretion if the matter concerns the Tenant Improvements, and within Landlord’s sole and absolute subjective discretion if the matter concerns the structural components of the Building or any Landlord Element.
|
(c)
|
Tenant Liability
. Tenant shall be responsible for correcting any deficiencies or defects in the Tenant Improvements.
|
(d)
|
Substantial Completion
. Tenant shall substantially complete or cause to be substantially completed the Tenant Improvements in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of the Premises (“
Substantial Completion
” or “
Substantially Complete
”). Upon Substantial Completion of the Tenant Improvements, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“
AIA
”) document G704. For purposes of this Work Letter, “
Minor Variations
” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices that are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Tenant Improvements.
|
4.
|
Changes
. Any changes requested by Tenant to the Tenant Improvements after the delivery and approval by Landlord of the TI Design Drawings, shall be requested and instituted in accordance with the provisions of this
|
(a)
|
Tenant’s Right to Request Changes
. If Tenant shall request changes (“
Changes
”), Tenant shall request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a “
Change Request
”), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed by Tenant’s Representative. Landlord shall review and approve or disapprove such Change Request within 3 business days thereafter, provided that Landlord’s approval shall not be unreasonably withheld, conditioned or delayed.
|
(b)
|
Implementation of Changes
. If Landlord approves such Change, Tenant may cause the approved Change to be instituted. If any TI Permit modification or change is required as a result of such Change, Tenant shall promptly provide Landlord with a copy of such TI Permit modification or change.
|
5.
|
Costs.
|
(a)
|
Budget for Tenant Improvements
. Before the commencement of construction of the Tenant Improvements, Tenant shall obtain a detailed breakdown, by trade, of the costs incurred or that will be incurred, in connection with the design and construction of the Tenant Improvements (“
Budget
”), and deliver a courtesy copy of the Budget to Landlord. The Budget shall be based upon the TI Construction Drawings approved by Landlord and shall include a payment to Landlord of administrative rent (“
Administrative Rent
”) equal to the out of pocket costs, fees, and expenses incurred by or on behalf of Landlord in monitoring and inspecting the construction of the Tenant Improvements, which sum shall be payable by Tenant.
|
(b)
|
TI Allowance
. Landlord shall provide to Tenant a tenant improvement allowance (collectively, “
TI Allowance
”) as follows:
|
(c)
|
Costs Includable in TI Allowance
. The TI Allowance shall be used solely for the payment of design, permits and construction costs in connection with the construction of the Tenant Improvements, including, without limitation, the cost of electrical power and other utilities used in connection with the construction of the Tenant Improvements, the cost of preparing the TI Design Drawings and the TI Construction Drawings, all costs set forth in the Budget, including Landlord’s Administrative Rent, and the cost of Changes (collectively, “
TI Costs
”). Notwithstanding anything to the contrary contained herein, the TI Allowance shall not be used to purchase any furniture, personal property or other non-leasehold improvements equipment, including, but not be limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements.
|
(d)
|
Excess TI Costs
. Landlord shall have no obligation to bear any portion of the cost of any of the Tenant Improvements except to the extent of the TI Allowance. Notwithstanding anything to the contrary set forth in this
Section 5(d)
, Tenant shall be fully and solely liable for TI Costs and the cost of Minor Variations as the same become due and payable to the TI Architect and contractors performing the Tenant Improvements, subject to reimbursement by Landlord for the TI Allowance as set forth in
Section 5(e)
.
|
(e)
|
Payment for TI Costs
. Landlord shall disburse the TI Allowance to Tenant within 30 days after the
later
of (i) Substantial Completion of the Tenant Improvements and (ii) Tenant’s delivery to Landlord of the following items: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises.
|
6.
|
Miscellaneous.
|
(a)
|
Consents
. Whenever consent or approval of either party is required under this Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth herein to the contrary.
|
(b)
|
Modification
. No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
|
By:
|
ARE-QRS CORP.,
|
1.
|
Guarantor does hereby unconditionally guarantee, without deduction by reason of set off, defense, or counterclaim, as a primary obligor and not as a surety, and promises to perform and be liable for any and all obligations and liabilities of Tenant under the terms of the Lease, including, without implied limitation, Tenant’s obligation to pay timely such rents, charges, costs, and impositions as are set forth in the Lease
. Guarantor further agrees to defend with counsel acceptable to Landlord, and to indemnify and save Landlord harmless from and against any and all loss, cost, damage, liability, or expense arising out of any breach by Tenant of any of the terms, conditions, and covenants of the Lease, or out of any breach of warranty or misrepresentation made by Tenant under the Lease or heretofore or hereafter made to Landlord, including reasonable attorneys’ fees and any other costs incurred by Landlord in connection therewith.
|
2.
|
The undertakings contained in this Guaranty shall be the personal liability of Guarantor. Guarantor acknowledges that after any Default by Tenant in the performance of any term, condition, or covenant of the Lease, the liability of Guarantor under this Guaranty shall be primary and that, in the enforcement of its rights, Landlord shall be entitled to look to Guarantor for the performance of the obligations of Tenant that Guarantor has guaranteed, without first commencing any action or proceeding against Tenant, and likewise, enforcement of Landlord’s rights against Tenant shall not impair or limit the right of Landlord to enforce this Guaranty, and any such action by Landlord shall not operate as a release of the liability of Guarantor under this Guaranty. The guaranteed obligations include both payment and performance.
The obligations of Guarantor shall be absolute and unconditional and shall remain in full force and effect until all amounts due pursuant to the Lease have been paid in full and all of Tenant’s obligations thereunder have been performed in full.
|
3.
|
If Tenant shall at any time Default in the performance or observance of any of the terms, covenants, or conditions in the Lease on Tenant’s part to be kept performed or observed, Guarantor will keep, perform, and observe same, as the case may be, in the place and stead of Tenant.
|
4.
|
The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of any security given for the performance and observance of any covenant or condition in the Lease on Tenant’s part to be performed or observed, regardless of whether Guarantor consents thereto or receives notice thereof.
|
5.
|
The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Tenant in any creditor’s receivership, bankruptcy, or other proceeding; (b) the impairment, limitation, or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under the Lease resulting from the operation of any present or future provision of the Bankruptcy Act or other statute or from the decision in any court; (c) the rejection of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other defense of Tenant; (f) the cessation from any cause other than as provided under the Lease whatsoever of the liability of Tenant; (g) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law; or (h) any termination of the Lease, other than as provided under the Lease.
|
6.
|
Guarantor agrees that none of its obligations and no right against Guarantor hereunder shall in any way be discharged, impaired, or otherwise affected by any extension of time for, or by any partial of complete waiver
|
7.
|
Guarantor represents that this Guaranty, and the Lease hereby guaranteed, as originally delivered and as modified, amended, or supplemented, have been duly authorized and are the legal, valid, and binding obligations of Guarantor and Tenant, enforceable in accordance with their respective terms, and Guarantor further agrees that no invalidity of any term shall affect or impair Guarantor’s liability under this Guaranty.
|
8.
|
This Guaranty is intended to be fully effective in accordance with its terms notwithstanding any exculpatory provisions inconsistent herewith contained in the Lease.
|
9.
|
Guarantor may be joined in any action against Tenant in connection with the obligations of Tenant under the Lease and recovery may be had against Guarantor in any such action. Landlord may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Tenant or its successors and assigns, or pursue any other remedy or apply any security it may hold.
|
10.
|
Until all of Tenant’s obligations under the Lease are fully performed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or actions of performance by Guarantor under this Guaranty; and (b) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant under, arising out of, or related to the Lease or Tenant’s use and occupancy of the Premises. Furthermore, from and after the occurrence of any Default by Tenant in the performance of any term, condition, covenant, or obligation under the Lease, Guarantor agrees that it will not accept or receive any dividend, payment, or reimbursement from Tenant, including any payment on account of any indebtedness from Tenant to Guarantor, and that if Guarantor does then receive any such dividend, payment, or reimbursement the same shall be held in trust for Landlord and forthwith will be turned over to Landlord in the form received.
|
11.
|
The liability of Guarantor and all rights, powers, and remedies of Landlord hereunder and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Landlord by law.
|
12.
|
This Guaranty applies to, inures to the benefit of and binds all parties hereto, and their successors and assigns. This Guaranty may be assigned by Landlord voluntarily or by operation of law. Guarantor will not become a party to a merger, consolidation, or reorganization with any other entity, except where (a) such merger, consolidation, or reorganization, as the case may be, is for a good business purpose and not principally for the purpose of transferring this Guaranty, (b) the net worth (as determined in accordance with generally accepted accounting principles (“
GAAP
”)) of the surviving entity is not less than the net worth (as determined in accordance with GAAP) of Guarantor as of the date of this Guaranty, and (c) such surviving entity shall agree
|
13.
|
Within 20 days after written request from Landlord, Guarantor shall furnish Landlord with true and complete copies of Guarantor’s most recent audited annual financial statements. The financial statements shall be prepared in accordance with GAAP and shall be true and correct in all material respects. The foregoing to the contrary notwithstanding, so long as Guarantor’s stock is listed for trading on the NASDAQ stock market or other public stock exchange and Guarantor’s financial statements are publicly available within 3 months after the end of each calendar quarter,
then
Guarantor’s obligation to provide such financial statements shall be deemed satisfied by the availability of on-line access to U.S. Securities and Exchange Commission filings and other financial information of the Guarantor on its corporate website at
http://arbutusbio.com/
.
|
14.
|
If Landlord desires to sell, finance, or refinance the Premises, or any part thereof, Guarantor hereby shall, subject to the provisions of Section 13, deliver to any lender or buyer designated by Landlord such financial statements of Guarantor as may be reasonably required by such lender or buyer. Such statements shall include the past 3 years’ financial statements of Guarantor. All such financial statements shall be received by Landlord in confidence and shall be used only for the foregoing purposes.
|
15.
|
If claim is ever made upon Landlord for repayment of any amount or amounts received by Landlord in payment of the obligations under the Lease and Landlord repays all or any part of such amount, then, notwithstanding any revocation or termination of this Guaranty or the termination of the Lease, Guarantor shall be and remain liable to Landlord for the amount so repaid.
|
16.
|
This Guaranty shall constitute the entire agreement between Guarantor and Landlord with respect to the subject matter hereof. No provision of this Guaranty or right of Landlord hereunder may be waived nor may Guarantor be released from any obligation hereunder except by a writing duly executed and delivered by an authorized officer of Landlord.
|
17.
|
When the context and construction so requires, all words used in the singular herein shall be deemed to have been used in the plural. The word “person” as used herein shall include an individual, company, firm, association, partnership, corporation, trust, or other legal entity of any kind whatsoever.
|
18.
|
Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.
|
19.
|
Guarantor represents that the person signing below is duly authorized to execute and deliver this Guaranty on behalf of Guarantor and to bind Guarantor hereby.
|
20.
|
The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions hereof.
|
21.
|
Guarantor shall pay, immediately upon written demand from Landlord, all costs and expenses incurred by Landlord, including, but not limited to, attorneys’ fees, expert witness fees, paralegal fees, other litigation expenses (such as expenses for photocopying, electronic legal research, and deposition transcripts), and court costs in connection with or arising out of any action or proceeding brought by Landlord to enforce any obligation of Guarantor under this Guaranty. Such expenses are recoverable at all levels, including appeals and post-judgment actions or proceedings. The giving of a notice of default by Landlord shall constitute part of an action or proceeding under this Guaranty, entitling Landlord to reimbursement of such fees and expenses, even if an action or proceeding is not commenced in a court of law and regardless of whether the Default is cured.
|
22.
|
Any and all matters in dispute between the parties to this Guaranty, whether arising from or relating to this Guaranty itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to this Guaranty, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of the contract, shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of
|
23.
|
The term “Landlord” whenever used herein refers to and means the Landlord in the Lease and also any assignee of Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of Landlord or of any assignee of such Lease or any part thereof whether by assignment or otherwise. The term “Tenant” whenever used herein refers to and means the Tenant in the Lease and also any assignee of Tenant, assignee or sublessee of such Lease or any part thereof, whether by assignment, sublease, or otherwise.
|
24.
|
Any notice or other communication to be given under this Guaranty by either party to the other will be in writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested, or delivered by an express overnight delivery service, charges prepaid, or transmitted by facsimile, as follows:
|
If to Landlord
:
|
ARE-PA Region No. 7, LLC
c/o Alexandria Real Estate Equities, Inc.
Attention: Corporate Secretary
385 E. Colorado Blvd., Suite 299
Pasadena, CA 91101
Facsimile: 626.578.7318
|
With a copy to
:
|
Kevin L. Shepherd, Esq.
Venable LLP
Suite 900
750 East Pratt Street
Baltimore, MD 21202
Facsimile No.: 410.244.7742
|
If to Guarantor
:
|
Arbutus Biopharma Corporation
Attn: General Counsel
100 - 8900 Glenlyon Parkway
Burnaby, British Columbia
Canada V5J 5J8
|
25.
|
Guarantor shall from time to time, within 15 days after written request from Landlord, execute, acknowledge, and deliver to Landlord a statement (i) certifying that this Guaranty is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Guaranty as so modified, is in full force and effect, (ii) acknowledging that Guarantor does not have any offsets, claims, counterclaims, deductions, or defenses with respect to any of its obligations under this Guaranty and that there are not any uncured defaults on the part of Guarantor hereunder, or specifying such defaults if any are claimed, and (iii) certifying such other matters as Landlord may reasonably request, or as may be requested by Landlord’s current
|
26.
|
GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY guarantor or landlord AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY OR THE RELATIONSHIP OF THE PARTIES CREATED HEREUNDER.
|
Time Period
|
Annual Rate Per Rentable Square Foot
|
Monthly Installment of Base Rent
|
10.7.16 to 10.31.17
|
$17.00
|
$49,803
†
|
11.1.17 to 10.31.18
|
$[***]
|
$[***]
|
11.1.18 to 10.31.19
|
$[***]
|
$[***]
|
11.1.19 to 10.31.20
|
$[***]
|
$[***]
|
11.1.20 to 10.31.21
|
$[***]
|
$[***]
|
11.1.21 to 10.31.22
|
$[***]
|
$[***]
|
11.1.22 to 10.31.23
|
$[***]
|
$[***]
|
11.1.23 to 10.31.24
|
$[***]
|
$[***]
|
11.1.24 to 10.31.25
|
$[***]
|
$[***]
|
11.1.25 to 10.31.26
|
$[***]
|
$[***]
|
11.1.26 to 04.30.27
|
$22.85
|
$66,931
|
4.
|
Miscellaneous.
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
|
By:
|
ARE-QRS CORP.,
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
|
By:
|
ARE-QRS CORP.,
|
1.
|
A payment in the amount of $547,500.00 USD, less required deductions, representing eighteen (18) months of Base Salary;
|
2.
|
A payment in the amount of $ 76,500.00
representing the average Bonus payment to you for the past three (3) calendar years, prorated as set out in Article 6(b)(ii) of your Employment Agreement; and
|
3.
|
Continued insurance benefit coverage or reimbursement for premiums paid by you if you obtain equivalent private coverage in accordance with Article 6(b)(iii) of your Employment Agreement.
|
1.
|
that the Lock-Up Agreement by and between you and the Company, dated January 11, 2015 (the “Lock-Up Agreement”), will remain in full force and effect and your obligations thereunder will continue until such obligations terminate or expire pursuant to the terms of the Lock-Up Agreement;
|
2.
|
per the recent Compensation Committee approval, any options granted to you will expire twelve (12) months after September 30, 2016 unless exercised by you.
|
Award date
|
Granted #
|
Exercise price
|
Expiry Date
|
Vesting terms
|
Options vested
|
||
August 12, 2013
|
50,000
|
CAD$
16.40
|
|
August 11, 2023
|
1/4 immed. 1/4 on 1st, 2nd & 3
rd
anniversary
|
50,000
|
|
February 5, 2014
|
25,000
|
CAD$
16.40
|
|
February 4, 2024
|
1/4 immed. 1/4 on 1st, 2nd & 3
rd
anniversary
|
18,750
|
|
March 30, 2015
|
65,000
|
$
|
17.57
|
|
March 30, 2025
|
1st, 2nd, and 3rd anniversary
|
21,667
|
July 9, 2015
|
35,000
|
$
|
17.57
|
|
March 30, 2025
|
1st, 2nd, and 3rd anniversary
|
11,667
|
March 15, 2016
|
85,000
|
$
|
3.94
|
|
March 15, 2026
|
1st, 2nd, and 3rd anniversary
|
0
|
September 30, 2016
|
/s/ Mark Kowalski
|
Date
|
Mark Kowalski
|
SIGNED, SEALED and DELIVERED by Mark Kowalski in the presence of:
/s/ Victoria Currie
Signature
Victoria Currie
Name
Vancouver, BC
Address
Manager, HR Operations
Occupation
|
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ Mark Kowalski
Mark Kowalski
|
1.
|
Your last day of work will be September 30, 2016. You will receive any earned but unpaid Base Salary and any accrued and unused vacation time as of this date.
|
2.
|
On or within ten (10) business days after September 30, 2016, you will be provided with a lump sum, all-inclusive payment in the amount of $417,000.00 USD, less required deductions. This payment represents 80% of your Base Salary for a period of eighteen (18) months, as set out in paragraphs 2(a) and 6(b)(i) of your August 4, 2015 Employment Agreement.
|
3.
|
As per paragraph 6(b)(iii) of your Employment Agreement, provided that you timely elect COBRA coverage, the Company shall pay on your behalf the COBRA premiums, if any, for the continuation of coverage under Arbutus’ company health plan that you and your dependents are eligible to receive for the earlier of (x) a period of up to 24 months from the Termination Date, or (y) until you become eligible to receive health insurance benefits under any other employer’s group health plan. In addition, the Company shall pay to you the Accrued Benefit (as defined in the Employment Agreement) pursuant to Section 6(b).
|
4.
|
Except as noted in paragraphs 3 and 5 of this letter, no other payments will be provided to you and no perquisites or benefits of any nature or kind will be provided or continued, including those set out in paragraphs 6(b)(ii) of your Employment Agreement.
|
5.
|
The vesting period for your current options as per the following table, will end on September 30, 2016. There will be no extension beyond this. Please note:
|
a)
|
that the Lock-Up Agreement by and between you and the Company, dated January 11, 2015 (the “Lock-Up Agreement”), will remain in full force and effect and your obligations thereunder will continue until such obligations terminate or expire pursuant to the terms of the Lock-Up Agreement;
|
b)
|
per the recent Compensation Committee approval, any options granted to you will expire twelve (12) months after September 30, 2016 unless exercised by you.
|
Name
|
Award date
|
Granted #
|
Exercise price
|
Expiry Date
|
Vesting terms
|
||
Mike Abrams
|
December 9, 2008
|
5,000
|
$
|
1.80
|
|
8-Dec-18
|
Immediate
|
Mike Abrams
|
January 28, 2010
|
5,000
|
$
|
3.85
|
|
27-Jan-20
|
Immediate
|
Mike Abrams
|
August 10, 2011
|
5,000
|
$
|
2.40
|
|
9-Aug-21
|
Immediate
|
Mike Abrams
|
December 23, 2011
|
5,000
|
$
|
1.70
|
|
22-Dec-21
|
Immediate
|
Mike Abrams
|
December 10, 2012
|
5,000
|
$
|
5.15
|
|
9-Dec-22
|
Immediate
|
Mike Abrams
|
January 2, 2014
|
75,000
|
$
|
8.30
|
|
1-Jan-24
|
1/4 immed. 1/4 on 1st, 2nd & 3rd anniversary
|
Mike Abrams
|
March 30, 2015
|
50,000
|
$
|
17.57
|
|
March 30, 2025
|
1st, 2nd, and 3rd anniversary
|
Mike Abrams
|
July 9, 2015
|
35,000
|
$
|
17.57
|
|
March 30, 2025
|
1st, 2nd, and 3rd anniversary from grant date
|
Mike Abrams
|
March 15, 2016
|
45,000
|
$
|
3.94
|
|
March 15, 2026
|
1st, 2nd, and 3rd anniversary
|
Mike Abrams
|
March 15, 2016
|
5,000
|
$
|
3.94
|
|
March 15, 2026
|
1st, 2nd, and 3rd anniversary
|
6.
|
Following your last day of work, you will enter into a consulting agreement with the Company the principal terms of which will be that you will provide transitional business management services to the Company for a period of 12 months. A formal consulting agreement will be provided to you in due course.
|
7.
|
The payments and other terms described above are in full satisfaction of all matters and claims related to your employment with the Company and as such we will require you to sign a release in favour of the Company. A copy of the Release is enclosed.
|
September 30, 2016
|
/s/ Michael Abrams
|
Date
|
Michael Abrams
|
SIGNED, SEALED and DELIVERED by Mike Abrams in the presence of:
/s/ Gloria Pichii
Signature
Gloria Pichii
Name
100 - 8900 Glenlyon Pky, Burnaby, BC
Address
Executive Assistant
Occupation
|
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ Michael Abrams
Michael Abrams
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Mark Murray
|
|
Name: Mark Murray
|
|
Title: President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Bruce Cousins
|
|
Name: Bruce Cousins
|
|
Title: Executive Vice President, Finance and
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.
|
|
/s/ Mark Murray
|
|
Name: Mark Murray
|
|
Title: President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.
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/s/ Bruce Cousins
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Name: Bruce Cousins
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Title: Executive Vice President, Finance and
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Chief Financial Officer
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