株探米国株
英語
エドガーで原本を確認する
false--12-310001676725Q1http://www.ideayabio.com/20250331#PresidentAndCEOMember0001676725us-gaap:LicensingAgreementsMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2023-04-012023-04-3000016767252024-01-012024-03-310001676725us-gaap:SoftwareDevelopmentMember2025-03-310001676725us-gaap:CommonStockMember2024-03-310001676725idya:PolymeraseThetaProgramMembersrt:MaximumMember2025-03-310001676725us-gaap:RetainedEarningsMember2023-12-310001676725us-gaap:SoftwareDevelopmentMember2024-12-310001676725us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-03-310001676725idya:TwoThousandFifteenNineteenAndTwentyThreeEquityIncentivePlansMemberidya:ExerciseOfOutstandingOptionsMember2025-03-310001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2024-12-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:EmployeeStockOptionMember2025-03-310001676725us-gaap:LicensingAgreementsMemberidya:NovartisInternationalPharmaceuticalsLimitedMembersrt:MaximumMember2018-09-300001676725idya:GlaxoSmithKlineMemberidya:GlaxoSmithKlineCollaborationAgreementMember2025-03-310001676725idya:GlaxoSmithKlineCollaborationAgreementMember2025-01-012025-03-310001676725srt:MaximumMemberidya:BiocytogenPharmaceuticalsBeijingCoLtdMember2024-07-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:EmployeeStockOptionMember2024-12-310001676725us-gaap:RetainedEarningsMember2024-01-012024-03-310001676725us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2025-03-310001676725idya:TwoThousandTwentyThreeInducementPlanMember2025-01-012025-03-310001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001676725us-gaap:EmployeeStockOptionMemberidya:TwoThousandTwentyThreeInducementPlanMember2024-12-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-01-012025-03-310001676725idya:JiangsuHengruiPharmaceuticalsCoLtdMembersrt:MaximumMember2024-12-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMembersrt:MaximumMember2025-01-012025-03-3100016767252025-05-020001676725us-gaap:AdditionalPaidInCapitalMember2025-03-310001676725us-gaap:CommonStockMember2024-07-110001676725us-gaap:AdditionalPaidInCapitalMember2023-12-310001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2024-01-012024-03-310001676725us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-03-310001676725idya:TwoThousandTwentyThreeInducementPlanMember2024-06-250001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMember2025-03-310001676725us-gaap:LeaseholdImprovementsMember2024-12-310001676725idya:WernerHelicaseProgramMember2025-03-3100016767252024-12-310001676725us-gaap:CommonStockMember2024-01-012024-03-310001676725us-gaap:WarrantMember2025-03-310001676725us-gaap:EmployeeStockOptionMemberidya:TwoThousandTwentyThreeInducementPlanMember2025-03-310001676725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001676725us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001676725idya:MarketableSecuritiesCurrentMember2024-12-310001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2025-03-310001676725us-gaap:RetainedEarningsMember2025-01-012025-03-310001676725us-gaap:ComputerEquipmentMember2025-03-310001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2025-01-012025-03-310001676725idya:WernerHelicaseProgramMembersrt:MaximumMember2025-03-310001676725us-gaap:CommonStockMemberidya:FollowOnPublicOfferingMember2024-07-1100016767252024-01-012024-12-3100016767252025-03-310001676725us-gaap:LicensingAgreementsMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2022-01-012022-01-310001676725idya:MarketableSecuritiesNonCurrentMember2025-03-310001676725us-gaap:FurnitureAndFixturesMember2024-12-310001676725idya:IDE397Member2024-01-012024-03-310001676725us-gaap:RetainedEarningsMember2025-03-3100016767252024-07-112024-07-110001676725idya:TwoThousandFifteenNineteenAndTwentyThreeEquityIncentivePlansMemberidya:ExerciseOfOutstandingOptionsMember2024-12-310001676725idya:PolymeraseThetaProgramMember2022-08-310001676725us-gaap:CommonStockMember2023-12-310001676725us-gaap:CommonStockMemberidya:AtTheMarketOfferingMember2024-01-012024-03-310001676725idya:IDE161Member2025-01-012025-03-310001676725us-gaap:CommonStockMember2024-12-310001676725us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2025-03-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMember2025-01-012025-03-310001676725us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001676725us-gaap:RetainedEarningsMember2024-12-310001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2025-01-012025-03-310001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2025-03-310001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-3100016767252023-04-272023-04-270001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001676725idya:JiangsuHengruiPharmaceuticalsCoLtdMember2024-12-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMembersrt:MaximumMember2025-03-310001676725us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001676725idya:WernerHelicaseProgramMember2023-10-012023-10-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMembersrt:MaximumMember2025-01-012025-03-3100016767252023-10-272023-10-270001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001676725us-gaap:LeaseholdImprovementsMember2025-01-012025-03-310001676725us-gaap:CommonStockMember2025-03-310001676725idya:WernerHelicaseProgramMember2024-10-310001676725idya:TwoThousandTwentyThreeInducementPlanMember2023-02-240001676725us-gaap:WarrantMember2024-09-012024-09-300001676725us-gaap:WarrantMember2024-09-300001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMembersrt:MaximumMember2024-01-192024-01-190001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001676725us-gaap:CashMember2025-03-310001676725us-gaap:CashMember2024-12-310001676725srt:MaximumMember2024-01-012024-12-310001676725idya:PolymeraseThetaProgramMember2023-08-310001676725idya:AtTheMarketOfferingMember2024-01-012024-03-310001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-12-012023-12-310001676725idya:MarketableSecuritiesCurrentMember2025-03-3100016767252019-05-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2025-03-3100016767252023-12-310001676725idya:IDE161Member2024-01-012024-03-310001676725idya:BiocytogenPharmaceuticalsBeijingCoLtdMember2024-07-312024-07-310001676725us-gaap:LeaseholdImprovementsMember2025-03-310001676725us-gaap:FurnitureAndFixturesMember2025-03-310001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2025-01-012025-03-310001676725srt:MaximumMember2025-01-012025-03-310001676725idya:SeriesBRedeemableConvertiblePreferredStockMemberidya:NovartisInternationalPharmaceuticalsLimitedMemberus-gaap:LicensingAgreementsMember2018-09-300001676725idya:EmployeeStockPurchasePlanMember2025-03-310001676725idya:IDE397Member2025-01-012025-03-310001676725us-gaap:LicensingAgreementsMemberidya:NovartisInternationalPharmaceuticalsLimitedMemberus-gaap:SubsequentEventMember2025-04-012025-04-300001676725idya:TwoThousandTwentyThreeInducementPlanMember2025-03-310001676725idya:FollowOnPublicOfferingMember2024-07-110001676725us-gaap:AdditionalPaidInCapitalMember2024-12-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2025-01-012025-03-310001676725idya:PolymeraseThetaProgramMember2025-03-310001676725idya:TwoThousandTwentyThreeInducementPlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-01-012025-03-310001676725idya:PolymeraseThetaProgramMember2022-08-012022-08-310001676725idya:FollowOnPublicOfferingMember2024-07-112024-07-110001676725idya:WernerHelicaseProgramMember2020-06-012020-06-3000016767252024-03-310001676725idya:WernerHelicaseProgramMemberidya:GlaxoSmithKlineMember2020-06-012020-06-300001676725us-gaap:CommonStockMember2025-01-012025-03-310001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2024-01-012024-12-310001676725idya:LaboratoryEquipmentMember2024-12-310001676725us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-03-310001676725us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMemberidya:JanuaryTwoThousandTwentyFourSalesAgreementMember2025-01-012025-03-310001676725idya:EmployeeStockPurchasePlanMember2024-12-3100016767252025-01-012025-03-310001676725us-gaap:CommonStockMemberidya:FollowOnPublicOfferingMember2024-07-112024-07-110001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMemberidya:JanuaryTwoThousandTwentyFourSalesAgreementMember2025-03-310001676725idya:WernerHelicaseProgramMember2023-10-310001676725us-gaap:CashAndCashEquivalentsMember2025-03-310001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2024-12-310001676725us-gaap:AdditionalPaidInCapitalMember2024-03-310001676725us-gaap:WarrantMember2024-12-310001676725us-gaap:CommonStockMemberus-gaap:OverAllotmentOptionMember2024-07-112024-07-1100016767252024-07-110001676725idya:WernerHelicaseProgramMembersrt:MaximumMember2020-06-300001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-11-300001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMember2025-03-310001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001676725us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-03-310001676725us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberidya:TenPercentStockholderMember2025-01-012025-03-310001676725us-gaap:ComputerEquipmentMember2024-12-310001676725idya:DarovasertibMember2024-01-012024-03-310001676725us-gaap:LicensingAgreementsMembersrt:MaximumMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2025-03-310001676725us-gaap:LicensingAgreementsMemberidya:NovartisInternationalPharmaceuticalsLimitedMember2018-09-012018-09-300001676725us-gaap:CashAndCashEquivalentsMember2024-12-310001676725us-gaap:CommonStockMemberidya:AtTheMarketOfferingMember2025-01-012025-03-310001676725idya:LaboratoryEquipmentMember2025-03-310001676725us-gaap:AccountingStandardsUpdate202307Member2025-03-310001676725idya:DarovasertibMember2025-01-012025-03-310001676725us-gaap:CommercialPaperMember2025-03-310001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMember2024-12-310001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2023-06-300001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2024-05-310001676725idya:GlaxoSmithKlineMemberus-gaap:LicensingAgreementsMemberidya:GlaxoSmithKlineCollaborationAgreementMember2020-07-312020-07-310001676725idya:MarketableSecuritiesNonCurrentMember2024-12-310001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-11-012023-11-300001676725us-gaap:CommercialPaperMember2024-12-3100016767252023-10-270001676725us-gaap:RetainedEarningsMember2024-03-310001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2023-06-012023-06-300001676725idya:AtTheMarketOfferingMember2025-01-012025-03-3100016767252023-04-27iso4217:USDxbrli:sharesxbrli:pureutr:sqftxbrli:sharesidya:Segmentiso4217:GBPidya:Voteiso4217:USDidya:Obligation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38915

 

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

47-4268251

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

5000 Shoreline Court, Suite 300

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

 

(650) 443-6209

(telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

IDYA

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, the registrant had 87,581,963 shares of common stock, $0.0001 par value per share, outstanding.

 

 


 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections in this Quarterly Report on Form 10-Q entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to numerous risks, including, without limitation, the following:

the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials, including our darovasertib (PKC) Phase 2/3 clinical trials, IDE397 (MAT2A) Phase 1/2 clinical trials, IDE849 (DLL3) Phase 1 clinical trial, IDE275 / GSK959 (Werner Helicase) Phase 1 clinical trial, IDE161 (PARG) Phase 1/2 clinical trial, IDE705 / GSK101 (Pol Theta Helicase) Phase 1 clinical trial, as well as the potential clinical utility and tolerability of our product candidates;
our clinical and regulatory development plans;
the scope, progress, results and costs related to the research and development of our precision medicine target and biomarker discovery platform, including costs related to the development of our proprietary libraries and database of tumor genetic information and specific cancer-target dependency networks;
our expectations about the impact of macroeconomic developments, such as health epidemics or pandemics, macro-economic uncertainties, social unrest, geopolitical hostilities, natural disasters or other catastrophic events, on our business, and operations, including clinical trials, manufacturing suppliers and collaborators, and on our results of operations and financial condition;
the availability of companion diagnostics for biomarkers associated with our product candidates and any future product candidates, or the cost of coordinating and/or collaborating with certain diagnostic companies for the manufacture and supply of companion diagnostics;
the timing of and costs involved in obtaining and maintaining regulatory approval (or certification in certain foreign jurisdictions) for any current or future product candidates and companion diagnostics, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;
our expectations regarding the potential market size and size of the potential patient populations for darovasertib, IDE397, IDE849, IDE275 / GSK959, IDE161, IDE705 / GSK101, our other product candidates and any future product candidates, if approved for commercial use;
the timing and amount of any option exercised, milestone, royalty or other payments we may or may not receive pursuant to any current or future collaboration or license agreement, including under the Collaboration, Option and License Agreement with an affiliate of GSK plc, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED, or GSK;

1


 

our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements and the financial terms of any such agreements, including our Collaboration, Option and License Agreement with GSK, our Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc., our Clinical Trial Collaboration and Supply Agreement with MSD International Business GmbH, our Clinical Trial Collaboration and Supply Agreements with Pfizer Inc., our Clinical Trial Collaboration and Supply Agreement with Amgen Inc., our License Agreement with Novartis, our Option and License Agreement with Cancer Research Technologies Ltd. and the University of Manchester, our Option and License Agreement with Biocytogen Pharmaceuticals (Beijing) Co., Ltd and our License Agreement with Jiangsu Hengrui Pharmaceuticals Co., Ltd.;
the timing of commencement of future nonclinical studies and clinical trials and research and development programs;
our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;
our intentions and our ability to establish collaborations and/or partnerships;
the timing or likelihood of regulatory filings and approvals for our product candidates;
our commercialization, marketing and manufacturing capabilities and expectations;
our intentions with respect to the commercialization of our product candidates;
the pricing and reimbursement of our product candidates, if approved;
the implementation of our business model and strategic plans for our business, product candidates and technology platforms, including additional indications for which we may pursue;
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected terms of patent protection;
our potential involvement in lawsuits in connection with enforcing our intellectual property rights;
our potential involvement in third party interference, opposition, derivation or similar proceedings with respect to our patent rights and other challenges to our patent rights and patent infringement claims;
estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;
our future financial performance; and
developments and projections relating to our competitors and our industry, including competing therapies and procedures, as well as the competitive position of our product candidates.

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

 

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not occur or be achieved, and actual results could differ materially from those projected in the forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

2


 

IDEAYA Biosciences, Inc.

Form 10-Q for Quarterly Period Ended March 31, 2025

Table of Contents

 

PART I—FINANCIAL INFORMATION

4

Item 1. Financial Statements (Unaudited)

4

Condensed Balance Sheets

4

Condensed Statements of Operations and Comprehensive Loss

5

Condensed Statements of Stockholders’ Equity

6

Condensed Statements of Cash Flows

7

Notes to Condensed Financial Statements (Unaudited)

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3. Quantitative and Qualitative Disclosures About Market Risk

48

Item 4. Controls and Procedures

48

PART II—OTHER INFORMATION

49

Item 1. Legal Proceedings

49

Item 1A. Risk Factors

49

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

50

Item 3. Defaults Upon Senior Securities

50

Item 4. Mine Safety Disclosures

50

Item 5. Other information

50

Item 6. Exhibits

52

SIGNATURES

54

 

3


 

PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

IDEAYA Biosciences, Inc.

Condensed Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2025

 

2024

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

129,996

 

$

84,378

 

Short-term marketable securities

 

 

562,512

 

 

591,941

 

Prepaid expenses and other current assets

 

 

15,364

 

 

13,394

 

Total current assets

 

 

707,872

 

 

689,713

 

Restricted cash

 

 

805

 

 

805

 

Long-term marketable securities

 

 

358,665

 

 

405,832

 

Property and equipment, net

 

 

8,871

 

 

8,966

 

Right-of-use assets

 

 

24,428

 

 

18,775

 

Total assets

 

$

1,100,641

 

$

1,124,091

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

17,631

 

$

15,421

 

Accrued liabilities

 

 

32,907

 

 

30,352

 

Operating lease liabilities, current

 

 

308

 

 

298

 

Total current liabilities

 

 

50,846

 

 

46,071

 

Long-term operating lease liabilities

 

 

25,660

 

 

18,873

 

Total liabilities

 

 

76,506

 

 

64,944

 

Commitments and contingencies (Note 6)

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of March 31, 2025 and December 31, 2024; no shares issued and outstanding as of March 31, 2025 and December 31, 2024

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 87,565,252 and 86,503,509 shares issued and outstanding as of March 31, 2025 and December 31, 2024

 

 

9

 

 

9

 

Additional paid-in capital

 

 

1,717,560

 

 

1,681,167

 

Accumulated other comprehensive income

 

 

1,585

 

 

812

 

Accumulated deficit

 

 

(695,019

)

 

(622,841

)

Total stockholders’ equity

 

 

1,024,135

 

 

1,059,147

 

Total liabilities and stockholders’ equity

 

$

1,100,641

 

$

1,124,091

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

4


 

 

IDEAYA Biosciences, Inc.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)

 

 

Three Months Ended
March 31,

 

 

 

2025

 

2024

 

Operating expenses

 

 

 

 

 

Research and development

 

 

70,886

 

 

42,805

 

General and administrative

 

 

13,503

 

 

8,212

 

Total operating expenses

 

 

84,389

 

 

51,017

 

Loss from operations

 

 

(84,389

)

 

(51,017

)

Other income

 

 

 

 

 

Interest income and other income, net

 

 

12,211

 

 

11,445

 

Net loss

 

$

(72,178

)

$

(39,572

)

Unrealized gains (losses) on marketable securities

 

 

773

 

 

(1,485

)

Comprehensive loss

 

$

(71,405

)

$

(41,057

)

Net loss per common share, basic and diluted

 

$

(0.82

)

$

(0.53

)

Weighted-average common shares outstanding, basic and diluted

 

 

88,356,335

 

 

75,108,484

 

 

The accompanying notes are an integral part of these condensed financial statements.

5


 

IDEAYA Biosciences, Inc.

Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income (Loss)

 

 

Deficit

 

 

Equity

 

Balances as of December 31, 2024

 

 

86,503,509

 

 

$

9

 

 

$

1,681,167

 

 

$

812

 

 

$

(622,841

)

 

$

1,059,147

 

Issuance of common stock related to at-the-market offering program, net of issuance costs

 

 

984,000

 

 

 

 

 

 

25,022

 

 

 

 

 

 

 

 

 

25,022

 

Issuance of common stock upon exercise of stock options

 

 

77,743

 

 

 

 

 

 

1,134

 

 

 

 

 

 

 

 

 

1,134

 

Stock-based compensation

 

 

 

 

 

 

 

 

10,237

 

 

 

 

 

 

 

 

 

10,237

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

773

 

 

 

 

 

 

773

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(72,178

)

 

 

(72,178

)

Balances as of March 31, 2025

 

 

87,565,252

 

 

$

9

 

 

$

1,717,560

 

 

$

1,585

 

 

$

(695,019

)

 

$

1,024,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2023

 

 

65,039,369

 

 

$

7

 

 

$

968,885

 

 

$

562

 

 

$

(348,364

)

 

$

621,090

 

Issuance of common stock related to at-the-market offering program, net of issuance costs

 

 

9,260,382

 

 

 

 

 

 

343,505

 

 

 

 

 

 

 

 

 

343,505

 

Issuance of common stock upon exercise of stock options

 

 

464,877

 

 

 

 

 

 

5,461

 

 

 

 

 

 

 

 

 

5,461

 

Stock-based compensation

 

 

 

 

 

 

 

 

6,312

 

 

 

 

 

 

 

 

 

6,312

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(1,485

)

 

 

 

 

 

(1,485

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39,572

)

 

 

(39,572

)

Balances as of March 31, 2024

 

 

74,764,628

 

 

$

7

 

 

$

1,324,163

 

 

$

(923

)

 

$

(387,936

)

 

$

935,311

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

6


 

IDEAYA Biosciences, Inc.

Condensed Statements of Cash Flows

(in thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

2024

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(72,178

)

$

(39,572

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Depreciation and amortization

 

 

600

 

 

616

 

Net accretion of discounts on marketable securities

 

 

(3,778

)

 

(6,314

)

Stock-based compensation

 

 

10,237

 

 

6,312

 

Amortization of right-of-use assets

 

 

533

 

 

466

 

Changes in assets and liabilities

 

 

 

 

 

Prepaid expenses and other assets

 

 

(1,970

)

 

(3,130

)

Accounts payable

 

 

2,728

 

 

(453

)

Accrued and other liabilities

 

 

2,875

 

 

(1,273

)

Lease liabilities

 

 

611

 

 

(465

)

Net cash used in operating activities

 

 

(60,342

)

 

(43,813

)

Cash flows from investing activities

 

 

 

 

 

Purchases of property and equipment, net

 

 

(1,330

)

 

(1,325

)

Purchases of marketable securities

 

 

(105,207

)

 

(475,781

)

Maturities of marketable securities

 

 

186,354

 

 

123,135

 

Net cash provided by (used in) investing activities

 

 

79,817

 

 

(353,971

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock related to at-the-market offering program, net of issuance costs

 

 

25,009

 

 

343,650

 

Proceeds from exercise of common stock options

 

 

1,134

 

 

5,461

 

Net cash provided by financing activities

 

 

26,143

 

 

349,111

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

45,618

 

 

(48,673

)

Cash, cash equivalents and restricted cash

 

 

 

 

 

Cash, cash equivalents and restricted cash, at beginning of period

 

 

85,183

 

 

157,775

 

Cash, cash equivalents and restricted cash, at end of period

 

$

130,801

 

$

109,102

 

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash

 

 

 

 

 

Cash and cash equivalents

 

$

129,996

 

$

108,345

 

Restricted cash

 

 

805

 

 

757

 

Cash, cash equivalents and restricted cash

 

$

130,801

 

$

109,102

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

 

$

12

 

 

 

 

 

 

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

Right-of-use asset obtained in exchange for a new operating lease liability

 

 

6,186

 

 

 

Purchases of property and equipment in accounts payable and accrued liabilities

 

 

654

 

 

183

 

Unpaid at-the-market offering program costs

 

$

 

$

145

 

 

The accompanying notes are an integral part of these condensed financial statements.

7


 

IDEAYA Biosciences, Inc.

Notes to Condensed Financial Statements (Unaudited)

1. Organization

 

Description of the Business

 

IDEAYA Biosciences, Inc. (the “Company”) is a precision medicine oncology company committed to the discovery and development of targeted therapeutics for patient populations selected using molecular diagnostics. The Company is headquartered in South San Francisco, California and was incorporated in the State of Delaware in June 2015. To date, the Company has been primarily engaged in business planning, research, development, recruiting and raising capital.

 

Follow-On Offering

 

On July 11, 2024, the Company completed an underwritten public follow-on offering. The offering consisted of 8,355,714 shares of the Company's common stock, par value $0.0001 per share ("common stock"), at an offering price to the public of $35.00 per share, including 1,127,142 shares of common stock upon the exercise in full of the overallotment option by the underwriters, as well as pre-funded warrants to purchase 285,715 shares of common stock at a public offering price of $34.9999 per underlying share, in each case before underwriting discounts and commissions. Pursuant to the offering, the Company received aggregate gross proceeds of approximately $302.4 million, before deducting underwriting discounts and commissions and other offering expenses, resulting in net proceeds of approximately $283.8 million, after deducting underwriting discounts and commissions and other offering expenses.

 

At-the-Market Offering

 

On January 19, 2024, the Company entered into a new Open Market Sales Agreement (the “January 2024 Sales Agreement”) with Jefferies relating to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

 

During the three months ended March 31, 2025, the Company sold an aggregate of 984,000 shares of common stock for aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent. As of March 31, 2025, approximately $156.6 million of common stock remained available to be sold pursuant to the January 2024 Sales Agreement.

The Company may cancel its at-the-market program at any time upon written notice, pursuant to its terms.

Liquidity

 

The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $695.0 million as of March 31, 2025.

 

The Company has financed its operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK.

 

To date, none of the Company’s product candidates have been approved for sale, and the Company has not generated any revenue from commercial products since inception. Management expects operating losses to continue and increase for the foreseeable future, as the Company progresses clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry as discussed under Risks and Uncertainties in Note 2. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

8


 

As of March 31, 2025, the Company had cash, cash equivalents and marketable securities of approximately $1.05 billion. Management believes that the Company’s current cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these financial statements.

2. Summary of Significant Accounting Policies

 

Basis of Presentation

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting.

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 18, 2025.

Unaudited Condensed Financial Statements

The accompanying financial information for the three months ended March 31, 2025 and March 31, 2024 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2025 and December 31, 2024, its results of operations for the three months ended March 31, 2025 and March 31, 2024 and cash flows for the three months ended March 31, 2025 and March 31, 2024. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include useful lives of property and equipment, determination of the discount rate for operating leases, accruals for research and development activities, revenue recognition, stock-based compensation, and income taxes. On an ongoing basis, management reviews these estimates and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates.

Risks and Uncertainties

 

The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturers, contract research organizations and collaboration partners, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials and collaboration activities; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

 

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable.

9


 

If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

 

The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. Substantially all the Company’s cash, cash equivalents and marketable securities are held by three financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits.

The Company’s investment policy addresses credit ratings, diversification, and maturity dates.

 

The Company invests its cash equivalents and marketable securities in money market funds, U.S. government securities, commercial paper, and corporate bonds. The Company limits its credit risk associated with cash equivalents and marketable securities by placing them with banks and institutions it believes are creditworthy and in highly rated investments and, by policy, limits the amount of credit exposure with any one commercial issuer. The Company has not experienced any credit losses on its deposits of cash, cash equivalents or marketable securities.

Summary of Significant Accounting Policies

There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2025.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below.

New Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. These amendments enhance interim disclosure requirements, require disclosure of the title and position of the chief operating decision maker (“CODM”), require disclosure of significant segment expenses that are regularly provided to the CODM, clarify circumstances for disclosure of more than one segment profit or loss measure and require that a public entity that has a single reportable segment provide all disclosures required by ASC 280 and amendments. This ASU update is effective for fiscal years beginning after December 15, 2023 for the Company’s annual report, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for the annual report for the fiscal year beginning January 1, 2024 and for this quarterly report for the period beginning January 1, 2025. This ASU resulted in additional disclosures. See Note 13. Segment Information.

New Accounting Pronouncements, Not yet Adopted

10


 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” Adoption is either prospectively or retrospectively; the Company will adopt this ASU on a prospective basis. This ASU will likely result in additional disclosures.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU's amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. This ASU will likely result in additional disclosures.

In January 2025, the FASB issued ASU 2025-01 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments in this ASU clarify that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. This ASU will likely result in additional disclosures.

 

 

3. Fair Value Measurement and Marketable Securities

 

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in its assessment of fair value.

11


 

As of March 31, 2025, financial assets measured and recognized at fair value are as follows (in thousands):

 

 

 

 

 

March 31, 2025

 

 

 

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government securities

 

Level 2

 

$

492,737

 

 

$

1,248

 

 

$

(85

)

 

$

493,900

 

Corporate bonds

 

Level 2

 

 

380,731

 

 

 

561

 

 

 

(126

)

 

 

381,166

 

Commercial paper

 

Level 2

 

 

84,457

 

 

 

 

 

 

(14

)

 

 

84,443

 

Subtotal

 

 

 

 

957,925

 

 

 

1,809

 

 

 

(225

)

 

 

959,509

 

Money market funds

 

Level 1

 

 

84,521

 

 

 

 

 

 

 

 

 

84,521

 

Cash

 

 

 

 

7,143

 

 

 

 

 

 

 

 

 

7,143

 

Total fair value of assets

 

 

 

$

1,049,589

 

 

$

1,809

 

 

$

(225

)

 

$

1,051,173

 

Included in cash and cash equivalents(1)

 

 

 

 

130,004

 

 

 

 

 

 

(8

)

 

 

129,996

 

Included in marketable securities, current(2)

 

 

 

 

561,567

 

 

 

989

 

 

 

(44

)

 

 

562,512

 

Included in marketable securities, non-current(3)

 

 

 

 

358,018

 

 

 

820

 

 

 

(173

)

 

 

358,665

 

Total fair value of assets

 

 

 

$

1,049,589

 

 

$

1,809

 

 

$

(225

)

 

$

1,051,173

 

 

(1) $38.3 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with

purchase.

dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

(3) The Company’s long-term marketable securities mature between one and three years.

 

As of December 31, 2024, financial assets measured and recognized at fair value are as follows (in thousands):

 

 

 

 

 

December 31, 2024

 

 

 

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government securities

 

Level 2

 

$

552,008

 

 

$

1,214

 

 

$

(353

)

 

$

552,869

 

Corporate bonds

 

Level 2

 

 

363,197

 

 

 

357

 

 

 

(419

)

 

 

363,135

 

Commercial paper

 

Level 2

 

 

89,109

 

 

 

21

 

 

 

(8

)

 

 

89,122

 

Subtotal

 

 

 

 

1,004,314

 

 

 

1,592

 

 

 

(780

)

 

 

1,005,126

 

Money market funds

 

Level 1

 

 

57,626

 

 

 

 

 

 

 

 

 

57,626

 

Cash

 

 

 

 

19,399

 

 

 

 

 

 

 

 

 

19,399

 

Total fair value of assets

 

 

 

$

1,081,339

 

 

$

1,592

 

 

$

(780

)

 

$

1,082,151

 

Included in cash and cash equivalents(1)

 

 

 

 

84,379

 

 

 

 

 

 

(1

)

 

 

84,378

 

Included in marketable securities, current(2)

 

 

 

 

591,089

 

 

 

928

 

 

 

(76

)

 

 

591,941

 

Included in marketable securities, non-current(3)

 

 

 

 

405,871

 

 

 

664

 

 

 

(703

)

 

 

405,832

 

Total fair value of assets

 

 

 

$

1,081,339

 

 

$

1,592

 

 

$

(780

)

 

$

1,082,151

 

(1) $7.4 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with (3) The Company’s long-term marketable securities mature between one and three years

purchase.

12


 

dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

As of March 31, 2025 and December 31, 2024, all marketable securities had a remaining maturity of less than three years. There were no financial liabilities measured and recognized at fair value as of March 31, 2025 and December 31, 2024.

As of March 31, 2025 and December 31, 2024, certain securities were held in an unrealized loss position. Based on review of the portfolio of marketable securities and the creditworthiness of the underlying issuer, the Company determined that the decline in fair value below cost did not result from credit-related factors. Additionally, the Company does not intend to sell these securities, nor will it be required to sell before recovery of the amortized cost basis at maturity. As a result, no credit related losses have been recognized for any of the periods presented.

 

4. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

 

 

Useful Life

 

March 31,

 

December 31,

 

 

(In Years)

 

2025

 

2024

 

Laboratory equipment

5

 

$

13,982

 

$

13,513

 

Computer equipment

3

 

 

503

 

 

503

 

Software

3

 

 

231

 

 

231

 

Leasehold improvements

Shorter of useful life or lease term

 

 

4,938

 

 

4,913

 

Furniture and fixtures

5

 

 

1,517

 

 

1,517

 

Total property and equipment

 

 

 

21,171

 

 

20,677

 

Less: Accumulated depreciation and amortization

 

 

 

(12,300

)

 

(11,711

)

Property and equipment, net

 

 

$

8,871

 

$

8,966

 

 

Depreciation and amortization expense was $0.6 million and $0.6 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Accrued research and development expenses

 

$

25,982

 

 

$

19,956

 

Accrued salaries and benefits

 

 

4,929

 

 

 

8,233

 

Legal and professional fees

 

 

1,366

 

 

 

1,213

 

Other

 

 

630

 

 

 

950

 

Accrued liabilities

 

$

32,907

 

 

$

30,352

 

 

13


 

5. Operating Leases

In June 2023, the Company entered into a lease agreement for approximately 44,000 square feet of laboratory and office facilities at 5000 Shoreline Court, South San Francisco, California. The lease term is 120 months, and the Company has an option to extend the lease term for a total of two consecutive five-year periods. This lease agreement commenced in August 2024.

In May 2024, the Company amended its 5000 Shoreline Court facility lease agreement to expand the size of the original premises by adding approximately 11,321 rentable square feet of additional space. The amendment to the lease term commenced in January 2025.

The Company's lease at 7000 Shoreline Court, South San Francisco, California, expired in September 2024.

In November 2023, the Company entered into a lease agreement for approximately 5,700 square feet of space at 11710 El Camino Real, San Diego, California for corporate office space. The lease commenced in December 2023 and expires in March 2028. The Company has an option to renew the lease for three years.

Future minimum lease payments under operating leases included on the Company's condensed balance sheet are as follows:

As of March 31, 2025

 

Operating Leases

 

2025

 

$

290

 

2026

 

 

1,944

 

2027

 

 

5,379

 

2028

 

 

5,248

 

2029

 

 

5,323

 

Thereafter

 

 

28,464

 

Total future minimum lease payments

 

 

46,648

 

Less: imputed interest

 

 

(20,680

)

Total operating lease liabilities

 

$

25,968

 

The following table summarizes other information about the Company’s operating leases:

 

 

As of

 

 

March 31, 2025

 

December 31, 2024

Remaining Lease Term

 

9.3

 

9.4

Discount Rate

 

11.5%

 

12.6%

 

14


 

Operating lease costs were $1.2 million and $0.5 million for the three months ended March 31, 2025 and March 31, 2024.

Variable lease costs were $0.6 million and $0.4 million for the three months ended March 31, 2025 and March 31, 2024. Variable lease costs represent additional costs incurred, related to administration, maintenance and property tax costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage.

During the three months ended March 31, 2025 and March 31, 2024, cash paid for amounts included in the measurement of lease liabilities were $0.1 million and $0.5 million, respectively.

 

6. Commitments and Contingencies

Contingencies

From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of March 31, 2025, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business with vendors, clinical trial sites and other parties. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has not recorded a liability related to such indemnification agreements as of March 31, 2025.

7. Income Taxes

For the three months ended March 31, 2025 and March 31, 2024, the Company did not record a federal or state income tax provision due to its recurring net losses. In addition, the Company has taken a full valuation allowance against its net deferred tax assets as the Company believes it is not more likely than not that the benefit will be realized.

 

The Company is under audit in California for tax years 2020-2021.

8. Common Stock

As of March 31, 2025 and December 31, 2024, the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock at a par value of $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors. As of March 31, 2025 and December 31, 2024, no dividends have been declared to date.

 

On July 11, 2024, the Company completed an underwritten public follow-on offering. The offering consisted of 8,355,714 shares of common stock at an offering price to the public of $35.00 per share, including 1,127,142 shares of common stock upon the exercise in full of the overallotment option by the underwriters, as well as pre-funded warrants to purchase 285,715 shares of common stock at a public offering price of $34.9999 per underlying share, in each case before underwriting discounts and commissions. Pursuant to the offering, the Company received aggregate gross proceeds of approximately $302.4 million, before deducting underwriting discounts and commissions and other offering expenses, resulting in net proceeds of approximately $283.8 million, after deducting underwriting discounts and commissions and other offering expenses.

15


 

As of March 31, 2025, the following aggregate warrants to purchase shares of the Company’s common stock were issued and outstanding:

 

Issue Date

 

Expiration Date

 

Exercise Price per Share

 

 

Number of Shares subject to Outstanding Warrants

 

July 11, 2024

 

None

 

$

0.0001

 

 

 

285,715

 

October 27, 2023

 

None

 

$

0.0001

 

 

 

319,150

 

April 27, 2023

 

None

 

$

0.0001

 

 

270,270(1)

 

(1) In September 2024, 1,750,000 shares of common stock subject to outstanding pre-funded warrants were

cashless exercised and 1,749,993 shares of common stock were issued.

 

The warrants are classified as a component of Stockholders’ Equity within Additional Paid-in-Capital. The warrants

are classified as equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, are indexed to the Company’s common stock and meet the equity classification criteria. The warrants will not expire until they are fully exercised.

The Company had reserved common stock for future issuance as follows:

 

 

March 31,

 

December 31,

 

 

2025

 

2024

Exercise of outstanding options under the 2015, 2019 and 2023 Plans

 

10,220,556

 

7,737,595

Shares available for grant under the 2019 Plan

 

2,928,995

 

1,910,589

Shares available for grant under the 2023 Inducement Plan

 

474,622

 

593,592

Shares available under the Employee Stock Purchase Plan

 

2,776,046

 

1,911,011

Pre-funded warrants issued and outstanding

 

875,135

 

875,135

Total

 

17,275,354

 

13,027,922

 

9. Stock-Based Compensation

2023 Inducement Plan

On February 24, 2023, the Company adopted the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,000,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2023 Inducement Plan was approved by the Company’s board of directors without stockholder approval in accordance with such rule. Options granted under the 2023 Inducement Plan have a term of 10 years and generally vest over a 4-year period with 1-year cliff vesting.

On June 25, 2024, the Company amended the 2023 Employment Inducement Award Plan, increasing the number of shares available for issuance by 1,000,000.

 

As of March 31, 2025, the number of shares available for issuance under the 2023 Inducement Plan was 474,622.

 

2019 Incentive Award Plan

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Incentive Award Plan (the “2019 Plan”), under which the Company may grant cash and equity-based incentive awards to the Company’s employees, consultants and directors. Following the effectiveness of the 2019 Plan, the Company will not make any further grants under the 2015 Equity Incentive Plan (the “2015 Plan”). However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that are forfeited or lapse unexercised and which following the effective date of the 2019 Plan are not issued under the 2015 Plan will be available for issuance under the 2019 Plan.

16


 

Options granted under the 2019 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, directors and consultants.

The 2019 Plan is subject to an annual increase on the first day of each year beginning in 2020 and ending in 2029, equal to the lesser of 4% of the shares outstanding on the last day of the immediately preceding fiscal year, and such smaller number of shares as determined by the Company’s board of directors. Options granted under the 2019 Plan have a term of 10 years (or five years if granted to a 10% stockholder) and generally vest over a 4-year period with 1-year cliff vesting.

 

As of March 31, 2025, the number of shares available for issuance under the 2019 Plan was 2,928,995.

 

2015 Equity Incentive Plan

In 2015, the Company established its 2015 Plan which provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2015 Plan may be either ISOs or NSOs.

 

2019 Employee Stock Purchase Plan

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions up to 15% of eligible compensation. The offering period is determined by the Company in its discretion but may not exceed 27 months. The per-share purchase price on the applicable exercise date for an offering period is equal to the lesser of 85% of the fair market value of the common stock at either the first business day or last business day of the offering period, provided that no more than 4,000 shares of common stock may be purchased by any one employee during each offering period.

The ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. A total of 195,000 shares of common stock were initially reserved for issuance under the ESPP, subject to an annual increase on January 1 of each year, beginning on January 1, 2020, equal to the lesser of 1% of the shares outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as may be determined by the Company’s board of directors, provided, however, that no more than 2,500,000 shares may be issued under the ESPP.

As of March 31, 2025, the number of shares available for issuance under the ESPP was 2,776,046. For the three months ended March 31, 2025 and March 31, 2024, the Company recorded $0.2 million and $0.1 million, respectively, of compensation expense related to employee participation in the ESPP.

Stock-Based Compensation Expense

Total stock-based compensation expense recorded related to awards granted to employees and non-employees was as follows (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2025

 

2024

 

Research and development

 

$

6,020

 

$

3,784

 

General and administrative

 

 

4,217

 

 

2,528

 

Total stock-based compensation expense

 

$

10,237

 

$

6,312

 

 

17


 

Stock Options

Activity under the Company’s 2015 and 2019 Plans and 2023 Inducement Plan is set forth below:

 

 

 

Outstanding Options

 

 

 

 

 

 

 

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

 

Aggregate Intrinsic Value (Millions)

 

Balance, January 1, 2025

 

 

7,737,595

 

 

$

26.06

 

 

 

7.89

 

 

$

43.01

 

Options granted

 

 

2,673,758

 

 

$

20.29

 

 

 

 

 

 

 

Options exercised

 

 

(77,743

)

 

$

14.59

 

 

 

 

 

 

 

Options canceled

 

 

(113,054

)

 

$

26.10

 

 

 

 

 

 

 

Balance, March 31, 2025

 

 

10,220,556

 

 

$

24.64

 

 

 

8.27

 

 

$

9.52

 

Exercisable as of March 31, 2025

 

 

3,898,336

 

 

$

20.09

 

 

 

6.81

 

 

$

8.59

 

Vested and expected to vest as of
   March 31, 2025

 

 

10,220,556

 

 

$

24.64

 

 

 

8.27

 

 

$

9.52

 

 

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2025 and March 31, 2024 was $14.07 and $33.00 per share, respectively. The aggregate intrinsic value of options exercised for the three months ended March 31, 2025 and March 31, 2024 was $0.6 million and $14.5 million, respectively. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock on the date of exercise.

As of March 31, 2025 and December 31, 2024, total unrecognized stock-based compensation expense for stock options was $115.7 million and $90.2 million, respectively, which is expected to be recognized over a weighted-average period of 2.90 years and 2.63 years, respectively.

Black-Scholes Assumptions

The fair values of options were calculated using the assumptions set forth below:

 

 

Three Months Ended March 31,

 

 

2025

 

2024

Expected term

 

6.1 years

 

6.1 years

Expected volatility

 

75.7% - 76.3%

 

80.2% - 81.3%

Risk-free interest rate

 

4.1% - 4.4%

 

4.0% - 4.3%

Dividend yield

 

0%

 

0%

 

Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding and is based on the options’ vesting terms and contractual terms.

 

Expected Volatility. The expected volatility is based on the Company’s historical stock price volatility. The historical stock price volatility is calculated based on a period of time commensurate with the expected term assumption for each grant.

Risk-Free Interest Rate. The risk-free rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero.

The Company accounts for forfeitures as they occur.

18


 

Fair Value of Common Stock

The fair value of the Company’s common stock is determined based on the market price on the date of grant.

10. Significant Agreements

 

GSK Collaboration, Option and License Agreement

In June 2020, the Company entered into the Collaboration, Option and License Agreement (the “GSK Collaboration Agreement”), with an affiliate of GSK plc, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), pursuant to which the Company and GSK have entered into a collaboration for its synthetic lethality programs targeting MAT2A, Pol Theta and Werner Helicase (“Werner” or “WRN”).

Pursuant to the GSK Collaboration Agreement, GSK paid the Company $100.0 million on July 31, 2020. As of March 31, 2025, GSK has made aggregate payments in the amount of $20.0 million for the achievement of certain development and regulatory milestones with respect to Pol Theta and WRN products.

 

GSK Collaboration - Pol Theta Program

Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize Pol Theta products arising out of the Pol Theta program. The Company and GSK collaborated on preclinical research for the Pol Theta program, and GSK is leading clinical development of IDE705 (GSK101) for the Pol Theta program. GSK is responsible for all research and development costs for the Pol Theta program.

 

In August 2023, the Company earned a $7.0 million payment for a milestone based on acceptance of the IND by the FDA. An earlier preclinical development $3.0 million milestone payment from GSK was achieved in August 2022 in connection with ongoing IND-enabling studies to support the evaluation of IDE705 (GSK101).

The Company has the potential to achieve an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million. Upon commercialization, the Company will be eligible to receive commercial milestones of up to $475.0 million, and tiered royalties on global net sales of GSK101 – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

GSK Collaboration - Werner Helicase Program

Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize WRN products arising out of the WRN program. The Company and GSK collaborated on preclinical research for the WRN program, and GSK is sponsoring and leading clinical development of IDE275 (GSK959) for the WRN program, with the Company responsible for 20% and GSK responsible for 80% of such global research and development costs. The cost-sharing percentages will be adjusted based on the actual ratio of U.S. to global profits for WRN products, as measured three and six years after global commercial launch thereof

In October 2023, the Company earned a $3.0 million milestone from GSK in connection with IND-enabling studies. In October 2024, the Company earned a $7.0 million milestone payment for the IND clearance of IDE275 (GSK 959) to enable clinical evaluation.

 

The Company has the potential to earn up to an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million.

 

Upon commercialization, the Company will be eligible to receive commercial milestones of up to $475.0 million, 50% of U.S. net profits and tiered royalties on global non-U.S. net sales of the Werner Helicase Inhibitor DC – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

 

Novartis License Agreement

 

19


 

In September 2018, the Company entered into a License Agreement with Novartis to develop and commercialize Novartis’ LXS196 (also known as IDE196), a Phase 1 protein kinase C (“PKC”) inhibitor, for the treatment of cancers having GNAQ and GNA11 mutations. The Company renamed Novartis’ LXS196 oncology as IDE196, and which has a non-proprietary name of darovasertib. Under the license agreement, Novartis granted to the Company a worldwide, exclusive, sublicensable license to research, develop, manufacture, and commercialize certain defined compounds and products, including IDE196 and certain other PKC inhibitors, as well as companion diagnostic products, collectively referred to as the licensed products, for any purpose. The Company paid Novartis an upfront payment of $2.5 million and issued 263,615 shares of its Series B redeemable convertible preferred stock concurrently with the execution of the license agreement.

 

In March 2025, the FDA granted Breakthrough Therapy designation (“BTD”) for darovasertib, a potential first-in-class protein kinase C (“PKC”) inhibitor, for the neoadjuvant treatment of adult patients with primary uveal melanoma (“UM”) for whom enucleation has been recommended. Under the license agreement with Novartis, the Company paid Novartis a $1.0 million milestone payment in April 2025.

 

Subject to completion of certain clinical and regulatory development milestones, the Company agreed to make additional milestone payments in the aggregate of up to $8.0 million, and subject to achievement of certain commercial sales milestones, the Company agreed to make milestone payments in the aggregate of up to $20.0 million. The Company also agreed to pay mid to high single-digit tiered royalty payments based on annual worldwide net sales of licensed products, payable on a licensed product-by-licensed product and country by country basis until the latest of the expiration of the last to expire exclusively licensed patent, the expiration of regulatory exclusivity, and the ten year anniversary of the first commercial sale of such product in such country. The royalty payments are subject to reductions for lack of patent coverage, loss of market exclusivity, and payment obligations for third-party licenses.

 

The Company owns or controls all commercial rights in its darovasertib program in UM, including in MUM and in primary UM, subject to certain economic obligations pursuant to its exclusive, worldwide license to darovasertib with Novartis.

 

Pfizer Clinical Trial Collaboration and Supply Agreements

In March 2020, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Pfizer, Inc. (as amended in September 2020, April 2021, September 2021 and May 2023 (the “Pfizer Agreement”). Pursuant to the Pfizer Agreement, Pfizer supplies the Company with their MEK inhibitor, binimetinib, and their cMET inhibitor, crizotinib, to evaluate combinations of darovasertib independently with each of the Pfizer compounds, in patients with tumors harboring activating GNAQ or GNA11 mutations. Under the Pfizer Agreement, the Company is the sponsor of the combination studies and will provide darovasertib and pay for the costs of the combination studies. Pfizer will provide binimetinib and crizotinib for use in the clinical trial at no cost to the Company. The Pfizer Agreement provides that the Company and Pfizer will jointly own clinical data generated from the clinical trial and will also jointly own inventions, if any, relating to the combined use of darovasertib and binimetinib, or independently, to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the agreement.

In March 2022, the Company and Pfizer entered into a Second Clinical Trial Collaboration and Supply Agreement, as amended in May 2023 (the “Second Pfizer Agreement”), pursuant to which the Company is evaluating darovasertib and crizotinib as a combination therapy in MUM in a planned Phase 2/3 potential registration-enabling clinical trial. Pursuant to the Second Pfizer Agreement, the Company is the sponsor of the combination trial and the Company will provide darovasertib and pay for the costs of the combination trial, and Pfizer will provide crizotinib for the planned combination trial at no cost to the Company for up to an agreed-upon number of MUM patients. The Company and Pfizer will jointly own clinical data from the planned combination trial and all inventions relating to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the Second Pfizer Agreement.

Separately, in March 2022, the Company and Pfizer also entered into a Third Clinical Trial Collaboration and Supply Agreement (the “Third Pfizer Agreement”), pursuant to which the Company could, subject to preclinical validation and FDA feedback and guidance, evaluate darovasertib and crizotinib, as a combination therapy in cMET-driven tumors such as NSCLC and/or HCC in a Phase 1 clinical trial.

20


 

Pursuant to the Third Pfizer Agreement, the Company was the sponsor of the planned combination trial, and the Company would provide darovasertib and pay for the costs of the combination trial. Pfizer would provide crizotinib for the planned combination trial at no cost to the Company. Pursuant to Amendment No. 1 to the Second Pfizer Agreement, as described below, the Company and Pfizer terminated the Third Pfizer Agreement.

 

In May 2023, the Company continued its relationship with Pfizer by entering into Amendment No. 4 to the Pfizer Agreement relating to the supply of crizotinib in support of this Phase 2 clinical trial, pursuant to which Pfizer will continue to provide the Company with an additional defined quantity of crizotinib at no cost.

 

Also, in May 2023, the Company expanded its relationship with Pfizer to support the Phase 2/3 registrational trial to evaluate darovasertib and crizotinib as a combination therapy in MUM by entering into Amendment No. 1 to the Second Pfizer Agreement. Under Amendment No. 1 to the Second Pfizer Agreement, Pfizer will provide the Company with a first defined quantity of crizotinib at no cost, as well as an additional second defined quantity of crizotinib at a lump-sum cost. The Third Pfizer Agreement was terminated by the Company and Pfizer under Amendment No. 1 to the Second Pfizer Agreement.

 

In December 2024, the Company entered into Amendment No. 5 to the Pfizer Agreement for the supply of crizotinib in the Phase 1/2 clinical trial for Pfizer to provide us a defined quantity of crizotinib at defined costs.

 

Cancer Research UK and University of Manchester Exclusive Option and License Agreement

 

The Company entered into an exclusive license under the Evaluation, Option and License Agreement with Cancer Research Technologies Ltd., also known as Cancer Research United Kingdom Ltd. (“CRT”), and the University of Manchester, pursuant to which the Company holds an exclusive worldwide license rights covering a broad class of PARG inhibitors.

In January 2022, the Company exercised its option for an exclusive worldwide license covering a broad class of poly (ADP-ribose) glycohydrolase (“PARG”), inhibitors from CRT, and the University of Manchester, and in connection therewith, paid a one-time option exercise fee of £250,000.

In April 2023, the Company incurred an obligation to pay milestone payments in an aggregate amount of £750,000 to CRT based upon the achievement of certain milestones relating to first and second tumor histologies in connection with the Phase 1 portion of the IDE161-001 Phase 1/2 clinical trial in oncologic diseases.

The Company will be obligated to make additional payments to CRT aggregating up to £18.75 million upon the achievement of specific development and regulatory approval events for development of a PARG inhibitor in oncologic diseases, including an aggregate of up to £1.5 million and up to £2.25 million for the achievement of certain Phase 2 and Phase 3 development milestones, respectively, in each case as relating to first and second tumor histologies.

The Company will also pay low single-digit tiered royalties, and potentially also sales-based milestones, to CRT based on net sales of licensed products. In addition, in the event the Company sublicenses the intellectual property, it will also be obligated to pay CRT a specified percentage of any sublicense revenue.

Amgen Clinical Trial Collaboration and Supply Agreement

 

In July 2022, the Company entered into a clinical trial collaboration and supply agreement with Amgen Inc. (the “Amgen CTCSA”), to clinically evaluate IDE397 in combination with AMG 193, the Amgen investigational MTA-cooperative PRMT5 inhibitor, in patients having MTAP-null solid tumors, in a Phase 1/2 clinical trial. In February 2025, the Company and Amgen mutually agreed to wind down the IDE397 and AMG 193 clinical combination study and will not pursue dose expansion.

 

Gilead Clinical Study Collaboration and Supply Agreement

 

21


 

In November 2023, the Company entered into a Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc. (“Gilead”), (the “Gilead CSCSA”), to clinically evaluate IDE397 in combination with Trodelvy (sacituzumab govitecan-hziy), a Trop-2 directed antibody drug conjugate (“ADC”), in patients having MTAP-deletion urothelial cancer (“UC”), in a Phase 1 clinical trial.

 

In February 2025, the Company expanded its clinical study collaboration and entered into an additional Clinical Study Collaboration and Supply Agreement with Gilead (the “Second Gilead CSCSA”), to evaluate the IDE397 and Trodelvy combination in MTAP-deletion NSCLC.

 

The Company is the study sponsor and Gilead will provide the supply of Trodelvy. Gilead will bear internal or external costs incurred in connection with its supply of Trodelvy. The Company will bear all internal and external costs and expenses associated with the conduct of the combination study. The Company and Gilead each retain commercial rights to its respective compounds, including with respect to use as a monotherapy agent or combination agent.

 

Merck Clinical Trial Collaboration and Supply Agreement

 

In March 2024, the Company entered into a Clinical Trial Collaboration and Supply Agreement (“Merck CTCSA”), with Merck (known as MSD outside of the United States and Canada) to evaluate the combination of IDE161 with Merck’s anti-PD-1 therapy, KEYTRUDA® (pembrolizumab), in patients with high microsatellite instability (“MSI-High”) and microsatellite stable (“MSS”) endometrial cancer. Pursuant to the Merck CTCSA, the Company is the sponsor of the combination study, and the Company will provide the IDE161 compound and pay for the costs of the combination study. Merck will provide KEYTRUDA at no cost to the Company. The Company and Merck will jointly own clinical data from the combination. Each party retains commercial rights to its respective compounds, including with respect to use as a monotherapy or combination agent.

 

Biocytogen Option and License Agreement

 

In July 2024, the Company entered into an Option and License Agreement (the “Biocytogen Option and License Agreement”), pursuant to which Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (“Biocytogen”), granted us an option for an exclusive worldwide license from Biocytogen to develop and commercialize products in connection with a potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload BsADC program (the “Option”). Under the terms of the Biocytogen Option and License Agreement, the Company paid Biocytogen an upfront fee and an exercise fee totaling $6.5 million upon exercise of the option. The Company is targeting an IND submission to the FDA in the second half of 2025 for IDE034, subject to satisfactory completion of ongoing preclinical and IND-enabling studies.

 

Biocytogen is eligible to receive additional development and regulatory milestone payments and commercial milestone payments, as well as low to mid single-digit royalties on net sales. Total potential milestone payments equal an aggregate of $400.0 million, including development and regulatory milestone payments of up to $100.0 million. The Company's royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.

 

Hengrui Pharma License Agreement

 

In December 2024, the Company entered into an exclusive License Agreement (the “Hengrui Pharma License Agreement”) with Jiangsu Hengrui Pharmaceuticals Co., Ltd. (“Hengrui Pharma”), pursuant to which Hengrui Pharma granted the Company an exclusive worldwide license outside of Greater China, for IDE849 (SHR-4849), a potential first-in-class Phase 1 DLL3 TOP1i ADC. In April 2025, the Company received U.S. IND clearance for the initiation of a Phase 1 clinical trial to evaluate IDE849 in solid tumors.

 

Under the terms of the Hengrui Pharma License Agreement, Hengrui Pharma is eligible to receive upfront and milestone payments totaling $1.045 billion, including a $75.0 million upfront fee, up to $200.0 million in development and regulatory milestone payments, plus commercial success-based milestones. Hengrui Pharma is also eligible to receive mid-single to low-double digit royalties on net sales outside of Greater China.

22


 

The Company owns or controls all commercial rights outside of greater China for IDE849.

 

11. Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 for the GSK Collaboration Agreement (see Note 10, Significant Agreements).

Disaggregation of Revenue

The Company recognized no revenue for the three months ended March 31, 2025 and March 31, 2024.

The Company identified the following six performance obligations associated with the GSK Collaboration Agreement:

(i) Preclinical and Phase 1 Monotherapy clinical research and development services under the MAT2A program (“MAT2A R&D Services”)

(ii) Preclinical research services and the related license to IDEAYA-owned technology under the Pol Theta program (“Pol Theta R&D Services”)

(iii) Preclinical research services and the related license to IDEAYA-owned technology under the WRN program (“WRN R&D Services”)

(iv) Material right associated with the option to license IDEAYA-owned technology under the MAT2A program (“Option”)

(v) Material right associated with the option to license to IDEAYA-owned technology under the MAT2A program to the extent necessary for preclinical activities in preparation for the MAT2A Combination Trial (“Preclinical MAT2A License”)

(vi) Material right associated with the supply of MAT2A product for the MAT2A Combination Trial (“MAT2A Supply”)

 

The Company completed all performance obligations related to the upfront payment under the GSK Collaboration Agreement as of December 31, 2023. Since December 31, 2023, the Company has no accounts receivable and no contract liabilities related to the GSK Collaboration Agreement. Because the Company completed all performance obligations, future collaboration revenue recognized under the GSK Collaboration Agreement is only related to milestone payments as they are earned.

For the Pol Theta product, the Company achieved and earned a $7.0 million payment for a milestone in August 2023 based on acceptance of the IND by the FDA. An earlier preclinical development $3.0 million milestone payment from GSK was achieved in August 2022 in connection with ongoing IND-enabling studies to support evaluation of IDE705 (GSK101). The Company has the potential to receive an additional $10.0 million milestone payment upon initiation of Phase 1 clinical dose expansion.

For the WRN product, the Company achieved and earned a $7.0 million payment for a milestone in October 2024 based on the acceptance of the IND by the FDA. An earlier preclinical development $3.0 million payment from GSK was achieved in October 2023 in connection with IND-enabling studies for IDE275 (GSK959). The Company has the potential to receive an additional $10.0 million milestone payment upon initiation of Phase 1 clinical dose expansion.

 

Significant Judgments

In applying ASC 606 to the GSK Collaboration Agreement, the Company made the following judgment that significantly affect the timing and amount of revenue recognition:

(i) Determination of the transaction price, including whether any variable consideration is included at inception of the contract The transaction price is the amount of consideration that the Company expects to be entitled to in exchange for transferring promised goods or services to the customer.

23


 

The transaction price must be determined at inception of a contract and may include amounts of variable consideration. However, there is a constraint on inclusion of variable consideration in the transaction price, if there is uncertainty at inception of the contract as to whether such consideration will be recognized in the future.

The decision as to whether or not it is probable that a significant reversal of revenue will occur in the future, depends on the likelihood and magnitude of the reversal and is highly susceptible to factors outside the Company’s influence (for example, the Company cannot determine the outcome of clinical trials; the Company cannot determine if or when the counterparty will initiate or complete clinical trials; and the Company cannot determine if or when an regulatory agency provides any approval). In addition, the uncertainty is not expected to be resolved for a long period and finally, the Company has limited experience in the field. Therefore, at inception of the GSK Collaboration Agreement, development and regulatory milestones were fully constrained and were not included in the transaction price based on the factors noted above.

The Company constrains estimates of other variable consideration, such as reimbursable program costs, to amounts that are not expected to result in a significant revenue reversal in the future. The Company re-evaluates the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

 

12. Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

 

 

Three Months Ended
March 31,

 

 

 

2025

 

2024

 

Numerator:

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(72,178

)

$

(39,572

)

Denominator:

 

 

 

 

 

Weighted-average common shares outstanding, basic and diluted(1)

 

 

88,356,335

 

 

75,108,484

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.82

)

$

(0.53

)

(1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the

calculation of the weighted-average number of shares outstanding, basic and diluted, for the three months ended March 31, 2025.

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

 

 

As of March 31,

 

 

2025

 

2024

Options to purchase common stock

 

10,220,556

 

7,874,924

Total

 

10,220,556

 

7,874,924

 

 

 

13. Segment Information

 

The Company operates and manages its business as one operating and reportable segment, which is the business of research and development for oncology-focused precision medicine. The Company’s chief operating decision maker (“CODM”) is its President and CEO. The Company’s measure of segment profit or loss is net income. For purposes of evaluating performance and allocating resources, the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast. All of the Company's long-lived assets are located in the United States.

 

24


 

In addition to the significant expense categories included within net income presented on the Company's condensed statements of operations and comprehensive loss, see below for disaggregated research and development expenses:

 

 

 

Three Months Ended

 

 

 

March 31, 2025

 

March 31, 2024

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,018

 

$

10,869

 

IDE397(2)

 

 

3,741

 

 

2,926

 

IDE161

 

 

2,448

 

 

2,695

 

Personnel related and stock-based compensation

 

 

15,814

 

 

12,254

 

Other research and development expenses(3)

 

 

25,865

 

 

14,061

 

Total research and development expenses

 

$

70,886

 

$

42,805

 

(1) External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services

provided by external consultants, CMOs and CROs.

(2) IDE397 includes costs from the Amgen CTCSA

(3) Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage

programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

 

14. Subsequent Events

 

The Company evaluated all subsequent events from March 31, 2025 through the filing date of this Quarterly Report on Form 10-Q and determined there were no significant events that required recognition or disclosure.

25


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described, in or implied, by these forward-looking statements. Please also see the section of this Quarterly Report on Form 10-Q titled “Note Regarding Forward-Looking Statements.”

 

Overview

 

We are a precision medicine oncology company committed to the discovery and development of targeted therapeutics for patient populations selected using molecular diagnostics. Our approach integrates small molecule drug discovery with extensive capabilities in identifying and validating translational biomarkers to develop targeted therapies for select patient populations that are most likely to benefit from these targeted therapies. Our small molecule drug discovery expertise includes discovery and development of small molecule therapeutics. We are applying these capabilities and approach to develop a robust pipeline in precision medicine oncology.

Our clinical pipeline includes six potential first-in-class clinical-stage product candidates – darovasertib (PKC), IDE397 (MAT2A), IDE849 (DLL3), IDE275 / GSK959 (Werner Helicase), IDE161 (PARG), and IDE705 / GSK101 (Pol Theta Helicase). We own or control all commercial rights of three of these product candidates: darovasertib, IDE397, and IDE161, and own or control all commercial rights outside of greater China for IDE849. We are also advancing several development candidates, including IDE892, a potential best-in-class MTA-cooperative PRMT5 inhibitor for which we are targeting an investigational new drug, or IND, filing in mid-year 2025; IDE034, a potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload bispecific antibody drug conjugate, or BsADC, program for which we are targeting an IND filing in the second half of 2025; and IDE574, a potential first-in-class KAT6/7 dual inhibitor program for which we are targeting an IND filing in the second half of 2025. We also have multiple earlier-stage preclinical programs. We have established selective, value-accretive collaborations with leading pharmaceutical companies to support our clinical development activities.

 

Darovasertib – PKC Inhibitor Clinical Candidate in Uveal Melanoma (UM)

Darovasertib (IDE196) is our most advanced clinical-stage product candidate, which we in-licensed from Novartis. Darovasertib is a potent, selective small molecule inhibitor of protein kinase C, or PKC, which we are developing for genetically defined cancers having GNAQ or GNA11 gene mutations. PKC is a protein kinase that functions downstream of the GTPases GNAQ and GNA11.

We have enrolled over 300 patients as of May 5, 2025, and have opened multiple clinical sites, including international sites, in our potential registration-enabling Phase 2/3 clinical trial, designated as IDE196-002. The purpose of the clinical trial is to evaluate darovasertib in combination with crizotinib, Pfizer’s investigational cMET inhibitor, in patients having metastatic uveal melanoma, or MUM, with human leukocyte antigen-, or HLA-A*02:01 negative, or HLA-A2(-), serotype, as part of a second Clinical Trial Collaboration and Supply Agreement, or the Second Pfizer Agreement, with Pfizer.

 

In December 2024, we announced the recommendation of a move-forward dose and the completion of the Part 2a dose optimization for the potential registration-enabling Phase 2/3 trial evaluating the combination of darovasertib and crizotinib in the first-line, or 1L, setting in patients with HLA-A2(-) MUM. We are continuing enrollment in Part 2b with the selected optimal dose.

 

We are targeting a median progression free survival, or PFS, readout for the Phase 2/3 registration-enabling trial of the darovasertib and crizotinib combination in 1L HLA-A2(-) MUM by year-end 2025.

We are enrolling additional HLA-A*02:01 positive, or HLA-A2(+), patients as an independent clinical strategy to address HLA-A2(+) MUM patients, in our ongoing Phase 2 clinical trial, designated as IDE196-001.

 

26


 

We are targeting a median overall survival, or OS, readout from our Phase 2 clinical trial, designated as IDE196-001, in over 40 1L MUM patients at a medical conference in the second half of 2025. The readout will include both 1L HLA-A2(-) and HLA-A2(+) MUM patients.

We are also supporting evaluation of darovasertib as single-agent neoadjuvant and adjuvant therapy in primary uveal melanoma, or UM, in an ongoing investigator-sponsored clinical trial, or IST, captioned as “Neoadjuvant / Adjuvant trial of Darovasertib in Ocular Melanoma,” or NADOM, led by St. Vincent’s Hospital in Sydney with the participation of Alfred Health and the Royal Victorian Eye and Ear Hospital in Melbourne.

We enrolled 95 patients as of December 31, 2024 in our Phase 2 clinical trial, designated as IDE196-009, evaluating darovasertib as single-agent neoadjuvant and adjuvant therapy in patients having primary uveal melanoma, or UM, with ongoing enrollment and multiple clinical sites open. We are targeting two clinical data updates from this Phase 2 clinical trial to be presented at medical conferences in mid-2025 and the second half of 2025. The mid-2025 update will be focused on vision data and the plaque brachytherapy patients, and the update in the second half of 2025 is expected to include over 90 UM patients from both the enucleation and plaque brachytherapy eligible cohorts.

 

In September 2024, we announced interim clinical data from the ongoing Phase 2 Company-sponsored trial and provided a regulatory update on a potential Phase 3 registration-enabling clinical trial in neoadjuvant UM patients based on a Type C meeting held with the U.S. Food and Drug Administration, or FDA. In April 2025, we provided a further regulatory update on the potential Phase 3 registrational trial design for darovasertib in neoadjuvant UM patients based on a Type D meeting held with the FDA. Based on the Type D meeting, we currently project approximately 520 patients will be randomized 2:1 to receive darovasertib or control in two cohorts. The two cohorts include enucleation-eligible UM patients (n=120) and plaque brachytherapy, or PB,-eligible UM patients (n=400). Primary endpoints, which are supportive of full approval based on the FDA Type D Meeting, include eye preservation rate for enucleation patients and proportion of patients with best corrected visual acuity 15-letter loss from time of randomization and time of completion of PB for the PB cohort, with event-free survival (EFS) as a required secondary endpoint for both cohorts. Commencement of the Phase 3 registration-enabling trial for darovasertib in neoadjuvant UM is targeted for the first half of 2025.

 

In June 2024, we announced interim clinical data from the ongoing investigator-sponsored Phase 2 trial of darovasertib as neoadjuvant/adjuvant treatment in UM, which was included in an oral presentation at the American Society of Clinical Oncology, or ASCO, 2024 Annual Meeting, and preliminary clinical data from our Phase 2 trial of darovasertib for neoadjuvant UM.

ASCO Clinical Data from Investigator-Sponsored Phase 2 Trial

In our ongoing investigator-sponsored Phase 2 trial of darovasertib as neoadjuvant/adjuvant treatment in UM, 15 patients planned for enucleation with localized UM were treated twice daily with a 300 mg dose of darovasertib in the Phase 2 investigator-sponsored clinical trial as of May 14, 2024. An initial safety cohort of three patients was treated for one month, and the remaining 12 patients were treated in an expansion cohort for up to six months with darovasertib as neoadjuvant treatment prior to their primary intervention (enucleation, plaque brachytherapy or external beam radiotherapy, or EBRT) across three Australian centers. As of May 14, 2024, 13 patients had completed neoadjuvant darovasertib treatment, 11 patients received adjuvant darovasertib treatment after primary treatment of UM, with five patients completing the planned six months of therapy. As of May 14, 2024, 75% (nine out of 12 enucleation patients) had confirmed preservation of the eye, by conversion from planned enucleation to plaque brachytherapy or EBRT, and approximately 67% (eight out of 12 enucleation patients) observed greater than 30% tumor shrinkage (maximum tumor volume change) after six months. Median tumor shrinkage (maximum tumor volume change) in the 12 enucleation patients was approximately 47% after six months. The darovasertib monotherapy neoadjuvant treatment had a manageable adverse event, or AE, profile with no drug-related serious adverse events, or SAEs, observed in the investigator-sponsored Phase 2 trial. Drug-related AEs in the trial were predominantly Grade 1 or Grade 2, and 20% of patients reported at least one drug-related Grade 3 AE.

 

Company-Sponsored Phase 2 Trial

27


 

In September 2024, we provided a clinical data update in which we observed encouraging clinical activity in our Phase 2 Company-sponsored trial. Collectively with the IST trial, the clinical efficacy data from the Phase 2 Company-sponsored trial substantiate clinical proof of concept for the use of darovasertib in the neoadjuvant uveal melanoma setting. The Phase 2 Company-sponsored trial used a data cutoff date of August 15, 2024, with an enrollment cutoff date of May 13, 2024.

We evaluated 31 enucleation and 18 plaque brachytherapy UM patients who were treated with darovasertib neoadjuvant therapy in the Phase 2 Company-sponsored and IST trials. We observed approximately 59%, or 29 of the 49 total evaluable patients, with greater than or equal to 20% ocular tumor shrinkage by product of diameters and approximately 49%, or 24 of the 49 total evaluable patients, with greater than or equal to 30% ocular tumor shrinkage by product of diameters. We also observed an approximately 61% eye preservation rate in enucleation patients. We found evidence predicting visual preservation by reducing the amount of radiation associated with plaque brachytherapy. We observed a manageable AE profile from the Phase 2 Company-sponsored trial. In 38 patients, 11% of patients experienced a Grade 3 or higher AE and 5% of patients experienced a serious AE rate. We also observed a discontinuation rate of 3%. The most common AEs observed included diarrhea, nausea, vomiting and fatigue.

We are pursuing a clinical strategy for darovasertib to broadly address UM, alternatively referred to as ocular melanoma, in both primary and metastatic settings. Greater than 90% of UM patients have tumors harboring GNAQ or GNA11 mutations. There are no FDA-approved systemic therapies for primary UM as either neoadjuvant or adjuvant therapies. There are likewise no FDA-approved therapies for patients having MUM with HLA-A*02:01 negative, or HLA-A2(-), serotype. These primary UM patients and HLA-A2(-) MUM patients collectively represent approximately 85% of all ocular melanoma patients. We have a separate, independent clinical strategy to address HLA-A*02:01 positive, or HLA-A2(+), MUM patients.

The potentially addressable patient population for MUM is estimated to include an annual incidence of approximately 4,500 patients across the United States and Europe. (Neo)Adjuvant UM represents a significant expansion opportunity for darovasertib – with a potential annual incidence of approximately 12,000 patients aggregate in North America, Europe and Australia.

 

We own or control all commercial rights in our darovasertib program in UM, including in MUM and in primary UM, subject to certain economic obligations pursuant to our exclusive, worldwide license to darovasertib with Novartis.

 

Darovasertib – Potential Registration-Enabling Clinical Trial in First-Line HLA-A2(-) MUM

The protocol of the Phase 2/3 clinical trial design incorporates guidance and feedback following our Type C meeting with the FDA in March 2023. This protocol includes an integrated Phase 2/3 open-label study-in-study design in first-line MUM patients with an HLA-A2(-) serotype. The clinical trial design employs a Phase 2 portion with median progression free survival, or PFS, as a primary endpoint for potential accelerated approval. Patients enrolled in Phase 2 will continue on treatment within the same study and will be considered, together with additional enrolled patients, to evaluate OS as the primary endpoint of the Phase 3 confirmatory portion of the clinical trial to support a potential full approval.

In the Phase 2 portion of the clinical trial, approximately 260 patients will be randomized on a 2:1 basis for treatment with the darovasertib and crizotinib combination in the treatment arm or investigators choice in the control arm, selected from (a) a combination of ipilimumab (ipi) and nivolumab (nivo), (b) PD1-targeted monotherapy or (c) dacarbazine. The treatment arm of the Phase 2 portion of the clinical trial includes a nested study to confirm the move forward combination dose for the integrated Phase 2/3 clinical trial – including cohorts at the Phase 2 expansion doses of (i) darovasertib 300 mg BID + crizotinib 200 mg BID and (ii) darovasertib 200 mg BID + crizotinib 200 mg BID. Under the nested study design, patients enrolled in the cohort at the move forward dose will be included within the Phase 2/3 registrational clinical trial. The Phase 2 portion of the clinical trial contemplates an efficacy and safety data set of approximately 200 patients randomized 2:1 with the treatment arm at the move forward dose to support a potential accelerated approval based on median PFS by blinded independent central review, or BICR, as a primary endpoint. Accelerated approval is intended to allow for earlier approval of drugs that treat serious conditions and fill an unmet medical need based on a demonstration of effectiveness on a surrogate endpoint.

28


 

Patients enrolled in Phase 2 at the selected dose would continue on treatment and be included in the Phase 3 study analysis, supplemented by enrollment of approximately 120 additional patients into the Phase 3 portion of the clinical trial, with 2:1 randomization on the same basis as the Phase 2 portion. Efficacy data from the Phase 3 could support potential full approval using median OS as a primary endpoint.

 

In December 2024, we announced the recommendation of a move-forward dose and the completion of the Part 2a dose optimization for the potential registration-enabling Phase 2/3 trial evaluating the combination of darovasertib and crizotinib in the 1L setting in patients with HLA-A2(-) MUM. We are continuing enrollment in Part 2b with the selected optimal dose.

 

In May 2023, we expanded our relationship with Pfizer to support the Phase 2/3 registrational trial to evaluate darovasertib and crizotinib as a combination therapy in MUM by entering into Amendment No. 1 to the Second Pfizer Agreement. Under Amendment No. 1 to the Second Pfizer Agreement, Pfizer will provide us with a first defined quantity of crizotinib at no cost, as well as an additional second defined quantity of crizotinib at a lump-sum cost.

 

In December 2024, we entered into Amendment No. 5 to the Pfizer Agreement for the supply of crizotinib in the Phase 1/2 clinical trial for Pfizer to provide us a defined quantity of crizotinib at defined costs.

 

Prevalence of HLA-A2*02:01 Negative Serotype in MUM

Data from darovasertib clinical trials in MUM demonstrate that approximately 70% of MUM patients with known HLA-A*02:01, or HLA-A2 status were HLA-A2(-). As reported at ESMO 2023, the HLA-A2 status was known in subsets of patients enrolled in clinical trials evaluating darovasertib. Prevalence of HLA-A2(+) and HLA-A2(-) in MUM patients was determined from a first data set of n=149 MUM patients treated with darovasertib as monotherapy or in a combination arm of a clinical trial, and separately in a second data set of n=118 MUM patients treated with the darovasertib and crizotinib combination. These data include 102 of 149 (68%) of patients in the all-treatment subset and 81 of 118 (69%) patients in the darovasertib and crizotinib combination treatment subset.

Darovasertib – Strategy for HLA-A*02:01 Positive MUM

Based on clinical data from the Phase 2 clinical trial evaluating darovasertib and crizotinib in MUM as reported at ESMO 2023, and based on the darovasertib mechanism of action, we anticipate darovasertib will have clinical activity independent of HLA-A2 status in GNAQ/11-mutation cancers.

We are enrolling additional HLA-A2(+) MUM patients as an independent clinical strategy to address HLA-A2(+) MUM patients, in our ongoing Phase 2 clinical trial, designated as IDE196-001. This strategy demonstrates our commitment to fully address the high unmet medical need in MUM. Such clinical trial data from darovasertib and crizotinib combination treatment in HLA-A2(+) MUM could support publication and potential inclusion in NCCN Clinical Practice Guidelines in Oncology.

Darovasertib – Orphan Drug Designation in UM, Fast Track Designation in MUM and Breakthrough Therapy Designation in Neoadjuvant UM

In April 2022, the FDA designated darovasertib as an Orphan Drug in UM, including primary and metastatic disease. Under an Orphan Drug designation, darovasertib may be entitled to certain tax credits for qualifying clinical trial expenses, exemption from certain user fees and, subject to FDA approval of a New Drug Application, or NDA, for darovasertib in UM, eligibility for seven years of statutory marketing exclusivity during which the FDA is prohibited from approving a subsequent same drug for the same rare disease or condition except in limited circumstances, such as a subsequent drug that demonstrates clinical superiority. As an FDA-designated Orphan Drug, darovasertib may also be excluded from certain mandatory price negotiation provisions of the 2022 Inflation Reduction Act, if approved for a single indication only.

29


 

In November 2022, the FDA granted Fast Track designation to our development program investigating darovasertib in combination with crizotinib in adult patients being treated for MUM. The Fast Track designation makes our darovasertib and crizotinib development program eligible for various expedited regulatory review processes, including generally more frequent FDA interactions, such as meetings and written communications, potential eligibility for rolling review of a future NDA and potential accelerated approval and priority review of an NDA.

 

In March 2025, the FDA granted Breakthrough Therapy Designation, or BTD, for darovasertib for the neoadjuvant treatment of adult patients with primary UM for whom enucleation has been recommended. Under the license agreement with Novartis, we paid Novartis a $1.0 million milestone payment in April 2025. BTD is designed to expedite the development and regulatory review of promising therapies for serious or life-threatening conditions where preliminary clinical evidence suggests substantial improvement over existing treatments. The designation facilitates more intensive FDA guidance, cross-disciplinary collaboration, and eligibility for rolling submission and priority review.

Darovasertib – Phase 2 Trials in Neoadjuvant and Adjuvant Therapy in UM

We are clinically evaluating the potential for darovasertib as neoadjuvant or adjuvant therapy, or both, also referred to as (neo)adjuvant therapy, in primary, non-metastatic UM patients. We previously reported preliminary clinical data in the neoadjuvant setting showing evidence of anti-tumor activity that we believe supports further clinical evaluation of darovasertib to determine its potential as a neoadjuvant therapy to either save the eye by avoiding enucleation, or to reduce the tumor thickness in the eye, enabling treatment with less radiation to preserve vision, and as an adjuvant therapy, to potentially extend relapse free survival.

We enrolled 95 patients as of December 31, 2024 in our Phase 2 clinical trial, designated as IDE196-009, evaluating darovasertib as single-agent neoadjuvant and adjuvant therapy in patients having primary UM with ongoing enrollment and multiple clinical sites open. The purpose of the clinical trial is to evaluate single-agent darovasertib as neoadjuvant treatment of primary UM prior to primary interventional treatment of enucleation or radiation therapy and also as adjuvant therapy following the primary treatment. An amendment to the study protocol was submitted to the FDA in July 2024 to enable dosing of darovasertib therapy up to 12 months.

We are additionally supporting evaluation of darovasertib as (neo)adjuvant therapy in primary UM in the ongoing NADOM IST. Pursuant to an as-amended protocol for the NADOM study, UM patients who would otherwise undergo enucleation are instead treated with single agent darovasertib as neoadjuvant treatment for up to six months or maximum benefit. This reflects an increase in potential treatment duration versus the initial approach of one month neoadjuvant therapy, following which these patients will undergo a primary interventional treatment. Patients will subsequently be treated with darovasertib for up to six months as follow-up adjuvant therapy after the primary interventional treatment.

 

Darovasertib – Potential Registration-Enabling Clinical Trial in Neoadjuvant UM

A Type C meeting was held with the FDA in September 2024 and a Type D meeting was subsequently held in April 2025 for the clinical trial design of a potential Phase 3 registration-enabling clinical trial in neoadjuvant UM patients. For the potential Phase 3 clinical trial, we currently project approximately 520 patients will be randomized 2:1 for treatment with darovasertib in the treatment arm or the control arm. Based on the currently targeted clinical trial design, there will be two cohorts enrolled, including enucleation eligible UM patients and plaque brachytherapy eligible UM patients. For the enucleation cohort, the randomization will be with or without darovasertib as neoadjuvant therapy. For the plaque brachytherapy cohort, the randomization will be darovasertib followed by plaque brachytherapy versus plaque brachytherapy alone.

Based on guidance and information provided in the FDA Type D meeting, we expect that eye preservation rate (exceed lower bound of 10% eye preservation rate with a 95% confidence interval) will be the primary endpoint for enucleation UM patients. Proportion of patients with best corrected visual acuity 15-letter loss from time of randomization and time of completion of PB will be the primary endpoint for plaque brachytherapy UM patients. Vision detriment will be measured by the Early Treatment Diabetic Retinopathy Study (ETDRS) Best-Corrected Visual Acuity (BCVA) of >15-letters lost. No detriment to Event-Free-Survival, or EFS, in the treatment arms will be a required secondary endpoint. No detriment is defined as overlapping confidence intervals.

30


 

Additional secondary endpoints include overall response rate (>20% ocular tumor shrinkage by product of diameters), proportion of patients with clinically significant macular edema, proportion of subjects with 20/200 vision loss or worse (legal blindness), and proportion of subjects with reduction of radiation dose of >20% delivered to key eye structures.

 

The registrational study will enroll UM patients with a high risk for metastatic disease. Patients with moderate to high risk for vision loss will also be enrolled in the plaque brachytherapy eligible UM cohort. Based on the FDA meeting, there is a potential for consideration of a broad indication label in neoadjuvant UM for subjects with low, intermediate and high risk for metastatic disease. We anticipate approximately 18 months of data maturity from the last patient enrolled to an initial readout for no detriment to EFS in the treatment arms. 300mg BID darovasertib will be the move-forward dose for the registrational trial. Commencement of the Phase 3 registration-enabling trial for darovasertib in neoadjuvant UM is targeted for the first half of 2025.

 

IDE397 – MAT2A Inhibitor in Tumors with MTAP Deletion

IDE397 is a clinical-stage, potent, selective small molecule inhibitor of methionine adenosyltransferase 2a, or MAT2A, which we are developing for patients having solid tumors with MTAP deletion. The prevalence of methylthioadenosine phosphorylase, or MTAP, gene deletion is estimated to be approximately 15% of human solid tumors. MTAP deletion in patient tumors is identified by commercial or institutional next generation sequencing, or NGS, panels or by MTAP immunohistochemistry, or IHC, assay with confirmation by NGS.

MTAP-null cells lack the ability to metabolize 5-methylthioadenosine, or MTA, which is an essential step in a biochemical pathway involved in salvaging the metabolite S-adenosyl methionine, or SAM. Increased levels of MTA partially inhibit the methyltransferase PRMT5 for which SAM is the methyl-donor substrate for methylation of various proteins. This partial inhibition of PRMT5 by increased levels of MTA renders MTAP-null cells more dependent on the activity of MAT2A, an enzyme that is responsible for the synthesis of SAM. Because of this enhanced dependence, loss of MTAP results in synthetic lethality when MAT2A is pharmacologically inhibited.

We have enrolled patients into a Phase 1/2 clinical trial, designated as IDE397-001, to evaluate IDE397 for patients having certain tumors with MTAP gene deletion, with an initial focus in MTAP-deletion urothelial cancer, or UC, and non-small cell lung cancer, or NSCLC. We are proceeding with enrollment of MTAP-deletion patients into a monotherapy Phase 1/2 expansion cohort with an initial focus on high priority solid tumor types, including UC and NSCLC. We have selected a move-forward Phase 2 expansion dose for IDE397 monotherapy, based on AE profile and preliminary clinical efficacy observed, including multiple partial responses by RECIST 1.1.

 

We own all right, title and interest in and to IDE397 and the MAT2A program, including all worldwide commercial rights thereto.

Company-Sponsored Phase 1/2 Monotherapy Expansion in MTAP-Deletion Urothelial and Lung Cancer

In July 2024, we announced clinical data for the IDE397 Phase 1/2 monotherapy expansion dose demonstrating preliminary clinical efficacy in heavily pre-treated MTAP-deletion UC and NSCLC patients. The patients evaluated had a median of two prior lines of therapy, ranging from one to seven prior lines of treatment. The reported Phase 1/2 clinical data were based on 18 evaluable MTAP-deletion patients, including seven UC patients, four adenocarcinoma squamous NSCLC patients, and seven squamous NSCLC patients at the expansion dose of 30 mg once-a-day, or QD, of IDE397. In the interim update for 18 evaluable patients, with a data analysis cutoff date of June 21, 2024, we reported an overall response rate of approximately 39% (one complete response and six partial responses by RECIST 1.1 evaluation), which included two unconfirmed partial responses (one UC patient that had a 100% tumor reduction in the target lesion at the last CT-scan assessment and one adenocarcinoma squamous NSCLC patient which were both confirmed in our October 2024 update). We also observed a disease control rate of 94%, including one complete response, six partial responses and 10 stable disease by RECIST 1.1 evaluation. In addition, we observed tumor shrinkage in 14 of the 18 evaluable patients. 11 of the evaluable patients are still on treatment and five of the seven responses by RECIST 1.1 evaluation remain in response. We also reported a ctDNA molecular response, or MR, rate of 81%, representing 13 of 16 reportable patients with 50% or greater ctDNA reduction (several quality control failures of patient samples precluded the other patients from MR analysis).

31


 

Regarding safety data, we also reported a favorable AE profile at the 30 mg QD expansion dose. Approximately 5.6% of patients experienced a Grade 3 or higher drug-related AE at the 30 mg QD dose, represented by one instance of Grade 3 asthenia, and no drug-related SAEs were observed. We observed no drug-related AEs leading to discontinuations, and one non-evaluable patient discontinued due to rapid clinical progression of cancer fatigue and drug-unrelated AEs in the first cycle of treatment. We anticipate that the favorable AE profile and dosing convenience of a 30 mg QD tablet has the potential to enable long-term dosing and combination development.

In October 2024, we announced Phase 1 expansion data for IDE397 in MTAP-deletion UC and NSCLC patients in a late breaker abstract oral presentation at the 36th edition of the EORTC-NCI-AACR Symposium, or ENA 2024, in Barcelona, Spain. The patients evaluated had a median of two to three prior lines of therapy, ranging from one to seven prior lines of treatment. The reported clinical data were based on 27 evaluable MTAP-deletion patients, including 10 UC patients, nine adenocarcinoma NSCLC patients, and eight squamous NSCLC patients at the expansion dose of 30 mg QD of IDE397. In the update of 27 evaluable patients, with a data analysis cutoff date of August 22, 2024, we reported an overall response rate of approximately 33% (one complete response and eight partial responses by RECIST 1.1 evaluation). Nine of nine responses were confirmed by RECIST 1.1, including four UC patients, of which one was a complete response, three squamous NSCLC patients, and two adenocarcinoma NSCLC patients. Two patients were confirmed after the data cutoff date. We also observed an overall response rate by RECIST 1.1 evaluation by solid tumor type. For MTAP-deletion UC patients, the confirmed overall response rate was 40%, or 4 out of 10 patients, for MTAP-deletion squamous NSCLC patients, the confirmed overall response rate was approximately 38%, or 3 out of 8 patients, and for MTAP-deletion adenocarcinoma NSCLC patients, the confirmed overall response rate was approximately 22%, or 2 out of 9 patients. In addition, we observed a disease control rate of 93%, including one complete response, eight partial responses and 16 stable disease by RECIST 1.1 evaluation, reflecting 25 of 27 evaluable patients with stable disease or better. Of the 27 evaluable patients, 15 are still on treatment. The median duration of treatment has not been reached and is greater than 6.2 months. The median time to response is approximately 2.7 months. The median duration of response and median progression free survival data is still immature. Three UC patients were on treatment greater than 250 days, four squamous NSCLC patients were on treatment greater than 200 days, and three adenocarcinoma NSCLC patients were on treatment greater than 200 days. We also reported a ctDNA MR rate of 81%, representing 17 of 21 reportable patients with 50% or greater ctDNA reduction and approximately 33%, representing 7 of 21 reportable patients, with a deep 90% or greater ctDNA reduction (several quality control failures of patient samples precluded the other patients from MR analysis). All 17 MRs were rapid occurring at the first ctDNA sample analysis.

We continued to report favorable AE profile at the 30 mg QD expansion dose. Approximately 18% of patients experienced a Grade 3 or higher drug-related AE at the 30 mg QD dose, and no drug-related SAEs were observed. No drug-related AEs leading to discontinuations were observed. We anticipate that the favorable AE profile and dosing convenience of a 30 mg QD tablet has the potential to enable long-term dosing and combination development, including with MTA-cooperative PRMT5 inhibitors and topoisomerase payload ADCs.

We are collaborating with Gilead Sciences, Inc., or Gilead, to clinically evaluate IDE397 in combination with Trodelvy (sacituzumab govitecan-hziy), Gilead’s Trop-2 directed antibody drug conjugate, or ADC, in patients having MTAP-deletion UC, in our Phase 1 clinical trial pursuant to a Clinical Study Collaboration and Supply Agreement, or CSCSA, with Gilead.

 

The first patient was dosed on the Phase 1 trial in June 2024. The Phase 1 clinical trial is evaluating the safety, tolerability, pharmacokinetics, pharmacodynamics and efficacy of IDE397 in combination with Trodelvy in MTAP-deletion UC patients (NCT04794699). Pursuant to the Gilead CSCSA, we and Gilead retain the commercial rights to our respective compounds, including with respect to use as a monotherapy or combination agent. We are the study sponsor and Gilead will provide the supply of Trodelvy. IDE397 monotherapy or in combination with Trodelvy has not been approved by any regulatory agency, and the efficacy and safety of this combination has not been established.

 

In October 2024, we reported the first preliminary clinical case study of the IDE397 and Trodelvy combination in MTAP-deletion UC at ENA 2024, including a partial response by RECIST 1.1 in a patient case report with a genetic co-alteration of MTAP-deletion and a FGFR3-TACC3 fusion, and rapid and deep first-evaluation MRs with ctDNA reduction of greater than 95% observed. The partial response reported at ENA 2024 has confirmed by RECIST 1.1.

 

32


 

In February 2025, we expanded our clinical study collaboration with Gilead and entered into an additional CSCSA, or the Second Gilead CSCSA, to evaluate the IDE397 and Trodelvy combination in MTAP-deletion NSCLC.

In April 2025, we initiated Phase 1/2 expansion for IDE397 in combination with Trodelvy in MTAP-deletion UC based on preliminary safety and clinical efficacy data.

We were collaborating with Amgen to clinically evaluate IDE397 in combination with AMG 193, the Amgen investigational MTA-cooperative PRMT5 inhibitor, in patients having tumors with MTAP-deletion, in an Amgen-sponsored clinical trial pursuant to our Clinical Trial Collaboration and Supply Agreement with Amgen, or the Amgen CTCSA. In February 2025, we and Amgen mutually agreed to wind down the IDE397 and AMG 193 clinical combination study and will not pursue dose expansion.

 

In October 2024, we presented a preclinical poster presentation on the antitumor activity by combinatorial inhibition of MAT2A and PRMT5 in MTAP-deleted tumors at ENA 2024. We are targeting to enable our wholly-owned clinical combination of IDE397 and IDE892, our potential best-in-class MTA-cooperative PRMT5 inhibitor development candidate, in the second half of 2025 in MTAP-deletion NSCLC.

 

There are currently no FDA-approved therapies for patients with MTAP-deletion solid tumors, highlighting the unmet medical need. The priority MTAP-deletion solid tumor types for the IDE397 Phase 1/2 monotherapy program are UC and NSCLC. MTAP-deletion prevalence has been reported at over 15% in NSCLC and over 25% in UC, based on The Cancer Genome Atlas, or TCGA, database. We estimate that the MTAP-deletion annual incidence in the United States in NSCLC and UC is approximately 48,000 patients, based on the 2024 Surveillance, Epidemiology, and End Results database. In addition, there are several potential expansion MTAP-deletion solid tumor types that are also being considered for monotherapy and combination development, including pancreatic, head and neck, gastric, and squamous esophageal cancer, among others. Based on the TCGA database, MTAP-deletion prevalence in pancreatic, head and neck, gastric and squamous esophageal cancer represents an aggregate U.S. annual incidence of approximately 27,000 patients.

 

We own all rights, title, and interest in and to IDE397 and IDE892, including all worldwide commercial rights thereto.

 

IDE849 (DLL3) Program with Hengrui Pharma

 

In December 2024, we entered into an exclusive License Agreement, or the Hengrui Pharma License Agreement, with Jiangsu Hengrui Pharmaceuticals Co., Ltd., or Hengrui Pharma, pursuant to which Hengrui Pharma granted us an exclusive worldwide license outside of Greater China for IDE849 (SHR-4849), a potential first-in-class Phase 1 DLL3 TOP1i ADC. DLL3 has been reported to be expressed in multiple solid tumor types, including in small cell lung cancer, or SCLC, and Neuroendocrine Tumors, or NETs, at approximately 85% and 20-40%, respectively. DLL3 has limited extracellular expression in normal tissues, making it a promising therapeutic target in these tumor types, for which there remains significant unmet medical need.

 

IDE849 has shown promising antitumor activity in preclinical studies, including tumor regression as a monotherapy in multiple models. IDE849 is currently being evaluated by Hengrui Pharma in an ongoing Phase 1 trial in China in SCLC patients. In the ongoing Phase 1 dose escalation, IDE849 has reached therapeutic dose levels where multiple partial responses have been observed as of the data cutoff date of December 10, 2024. Among 11 evaluable SCLC subjects treated at therapeutic dose levels, 8 partial responses by RECIST 1.1 were observed, resulting in an overall response rate of ~73% (including both confirmed and unconfirmed responses, with all unconfirmed responses pending further evaluation). As of the data cutoff date, treatment related adverse events, or TRAEs were predominantly Grade 1 or 2. The Phase 1 dose escalation is ongoing with no reported drug-related discontinuations, and the maximum tolerated dose has not yet been reached. The most common TRAEs observed were white blood cell count decreased, anemia, neutrophil count decreased, nausea and platelet count decreased. In January 2025, Hengrui Pharma selected expansion doses for their Phase 1 trial. Clinical efficacy and safety data from over 40 SCLC patients in the multi-site open label Phase 1 trial, including the dose escalation and multiple expansion doses, is targeted to be presented at a medical conference in the third quarter of 2025.

 

33


 

In May 2025, we received U.S. IND clearance for the initiation of a Phase 1 clinical trial to evaluate IDE849 in solid tumors. We are targeting to evaluate IDE849 clinically in a multi-site global clinical trial as a monotherapy agent in SCLC and NETs and multiple DLL3 upregulated solid tumor types, and to evaluate IDE849 in a clinical combination with our potential first-in-class PARG inhibitor, IDE161, in the second half of 2025. Based on the FDA guidance, we will begin the Phase 1 study in the United States at a IDE849 starting dose that is equivalent to one of the expansion doses being evaluated in the ongoing Phase 1 study (NCT06443489) by partner Hengrui Pharma, where multiple confirmed partial responses have been observed by RECIST 1.1. We have also published preclinical data demonstrating IDE161 has combination synergy in-vitro and enhances the durability of TOP1-payload ADCs in preclinical in vivo models.

 

Under the terms of the Hengrui Pharma License Agreement, Hengrui Pharma is eligible to receive upfront and milestone payments totaling $1.045 billion, including a $75.0 million upfront fee, up to $200.0 million in development and regulatory milestone payments, plus commercial success-based milestones. Hengrui Pharma is also eligible to receive mid-single to low-double digit royalties on net sales outside of Greater China.

 

We own or control all commercial rights outside of greater China for IDE849.

 

IDE275 (GSK959) - WRN Inhibitor in Tumors with High Microsatellite Instability

We discovered IDE275 (GSK959), our Werner, or WRN, Helicase inhibitor clinical development candidate and evaluated IDE275 (GSK959) in preclinical studies in collaboration with GSK. IDE275 (GSK959) targets WRN for patients having tumors with MSI-High.

WRN protein is a RecQ enzyme involved in the maintenance of genome integrity. Germline loss of function mutations in WRN lead to premature aging and pre-disposition to cancer. Microsatellite instability is a change in the DNA content of a tumor cell in which the number of repeats of microsatellites, short repeated sequences of DNA, differ as cells divide. MSI-High is present in about 15% of gastrointestinal tumor cancers, including in approximately 22% of stomach adenocarcinoma and 16% of colorectal cancer. Tumors with MSI-High are routinely assessed in multiple diagnostic profiling tests.

WRN is a protein having several functional domains, and we have shown that the helicase functional domain of WRN is responsible for this synthetic lethal interaction, as reflected in our publication in Cell Press – iScience, Werner Syndrome Helicase is Required for the Survival of Cancer Cells with Microsatellite Instability (March 2019).

We, in collaboration with GSK, have demonstrated preclinical in vivo efficacy with tumor regression and PD response in a relevant MSI-High model. We have observed selectivity of our Werner Helicase inhibitor and validation of the synthetic lethal relationship to tumors with MSI-High over tumors with MSS based on a lack of in vivo pharmacological response in relevant MSS xenograft models.

We, in collaboration with GSK, received IND clearance for IDE275 (GSK959), a potential first-in-class WRN inhibitor, in October 2024 to enable first-in-human clinical evaluation of IDE275 (GSK959) for patients having tumors with MSI-High. GSK initiated a Phase 1/2 clinical trial for IDE275 (GSK959), following FDA allowance to proceed with the clinical trial. GSK will lead clinical development for the Werner Helicase program. GSK is responsible for 80% of global research and development costs, and we are responsible for 20% of such costs. GSK holds a global, exclusive license to develop and commercialize the Werner Helicase Inhibitor DC.

 

In April 2025, we, in collaboration with GSK, presented an oral presentation in the New Drugs on the Horizon series and three poster presentations at the American Association for Cancer Research, or AACR, 2025 Annual Meeting, on the potential best-in-class preclinical profile in the MSI-H setting for IDE275 (GSK959), with a unique binding mode from previously reported WRN inhibitors. A Trial in Progress poster for the ongoing SYLVER Phase 1/2 study (NCT06710847) was also presented at AACR 2025.

In October 2023, we achieved and earned a $3.0 million milestone in connection with IND-enabling studies. In October 2024, we earned a $7.0 million milestone payment for the IND clearance of IDE275 (GSK 959). We have the potential to earn up to an additional $10.0 million milestone payment upon initiation of Phase 1 clinical dose expansion.

34


 

 

We are also eligible to receive further aggregate late-stage development and regulatory milestones of up to $465.0 million. Upon commercialization, we will be eligible to receive commercial milestones of up to $475.0 million, 50% of U.S. net profits and tiered royalties on global non-U.S. net sales of the Werner Helicase Inhibitor DC – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

IDE161 – PARG Inhibitor in Tumors with Homologous Recombination Deficiency

We are evaluating IDE161, a potential first-in-class small molecule poly (ADP-ribose) glycohydrolase, or PARG, inhibitor, in a Phase 1/2 clinical trial, designated as IDE161-001 for patients having tumors with homologous recombination deficiency, or HRD, and potentially other genetic and/or molecular signatures. PARG is a novel target in a clinically validated biological pathway. PARG functions as a regulator of DNA repair in the same biochemical pathway as poly-(ADP-ribose) polymerase, or PARP. PARG hydrolyzes PAR chains that are polymerized by PARP enzymes, completing the PAR cycle. Small molecule inhibitors of PARG result in a dose dependent increase in cellular PAR after DNA damage. PARG is a mechanistically distinct target relative to PARP.

We are progressing with enrollment of patients having tumors with HRD into the Phase 1 expansion portion of the Phase 1/2 clinical trial. We selected an initial Phase 1/2 monotherapy expansion dose for IDE161 in endometrial cancer, based on AE profile and preliminary efficacy observed. In parallel, we are also continuing with Phase 1 monotherapy dose optimization. Our clinical strategy focus for the IDE161 program is on enrollment for the combination with IDE849.

In September 2023, we received Fast Track Designation from the FDA for IDE161 for the treatment of adult patients having advanced or metastatic ovarian cancer with germline or somatic BRCA 1/2 mutations who are platinum resistant and have received prior antiangiogenic and PARP inhibitor therapies and for the treatment of adult patients having advanced or metastatic hormone receptor positive, or HR+, Her2- breast cancer with germline or somatic BRCA 1/2 mutations who have progressed following treatment with at least one line of a hormonal therapy, a CDK4/6 inhibitor therapy and a PARP inhibitor therapy.

 

Under each Fast Track designation, the IDE161 development program in BRCA1/2 mutant (m) breast and ovarian cancers is eligible for various expedited regulatory review processes, including generally more frequent FDA interactions (e.g., meetings, written communications), potential eligibility for rolling review, accelerated approval, and priority review of a future NDA.

 

In March 2024, we entered into a Clinical Trial Collaboration and Supply Agreement, or the Merck CTCSA, with Merck (known as MSD outside of the United States and Canada). We are evaluating IDE161 in combination with Merck's anti-PD-1 therapy, KEYTRUDA® (pembrolizumab), in patients with MSI-High, and microsatellite stable, or MSS, endometrial cancer. Under the Merck CTCSA, Merck will provide KEYTRUDA® to us, and we will sponsor the Phase 1 clinical combination trial.

 

In October 2024, we presented preclinical results on the IDE161 and ADC combination rationale as a poster at ENA 2024.

 

In December 2024, the first patient was dosed with IDE161 in combination with KEYTRUDA in the Company-sponsored Phase 1 clinical trial. The safety, tolerability, pharmacokinetics, pharmacodynamics and efficacy of IDE161 in combination with KEYTRUDA is being evaluated as an arm in IDE161-001 (NCT05787587), a Company-sponsored Phase 1 trial of IDE161 in solid tumors.

 

In April 2025, we presented preclinical data on immune checkpoint inhibitor (ICI)-driven anti-tumor immunity at AACR 2025.

 

We are targeting to present preclinical combination mechanism and synergy efficacy data of IDE161 with TOP1-payload based ADCs at a medical conference in the third quarter of 2025.

 

35


 

We entered into an exclusive license under the Evaluation, Option and License Agreement with Cancer Research Technologies Ltd., also known as Cancer Research United Kingdom, or CRT, and the University of Manchester, pursuant to which we hold exclusive worldwide license rights covering a broad class of PARG inhibitors.

In April 2023, we incurred an obligation to pay milestone payments in an aggregate amount of £750,000 to CRT based upon the achievement of certain milestones relating to first and second tumor histologies in connection with the Phase 1 portion of the IDE161-001 Phase 1/2 clinical trial in oncologic diseases. We will be obligated to make additional payments to CRT aggregating up to £18.75 million upon the achievement of specific development and regulatory approval events for development of a PARG inhibitor in oncologic diseases, including an aggregate of up to £1.5 million and up to £2.25 million for the achievement of certain Phase 2 and Phase 3 development milestones, respectively, in each case as relating to first and second tumor histologies.

We own or control all commercial rights in our PARG program, subject to certain economic obligations pursuant to our exclusive, worldwide license to certain PARG inhibitors, including IDE161, with CRT and University of Manchester.

IDE705 (GSK101) – Pol Theta Helicase Inhibitor in tumors with Homologous Recombination Deficiency

We discovered IDE705 (GSK101), our DNA Polymerase Theta, or Pol Theta, Helicase inhibitor clinical development candidate, and evaluated IDE705(GSK101) in preclinical studies in collaboration with GSK. IDE705 (GSK101) targets the helicase domain of the Pol Theta protein for patients having solid tumors with BRCA or other mutations associated with HRD.

Pol Theta is involved in a DNA repair process called microhomology mediated end joining, or MMEJ, that is utilized when homologous recombination mediated repair is compromised, as happens in the case of certain BRCA1 or BRCA2 mutations. The expression of Pol Theta is largely absent in normal cells, but tumor cells harboring double strand break repair defects, such as BRCA1 or BRCA2 mutations, show higher Pol Theta expression and synthetic lethality when Pol Theta is inhibited. Pol Theta is a large protein with two functional domains: a DNA polymerase domain and an ATP-dependent DNA helicase domain, sometimes referred to as an ATPase domain, linked by a RAD51 central region.

GSK is evaluating IDE705 (GSK101) in combination with niraparib, the GSK small molecule inhibitor of PARP for the treatment of patients having tumors with BRCA or other HRD, in a GSK-sponsored Phase 1 clinical trial. GSK has dosed the first patient, and enrollment is ongoing in the dose escalation portion of this study.

GSK is leading clinical development of IDE705 (GSK101) pursuant to the Collaboration, Option and License Agreement with GSK, or GSK Collaboration Agreement. GSK is responsible for all research and development costs for the Pol Theta program.

In August 2023, we earned a $7.0 million payment for a milestone based on acceptance of the IND by the FDA. An earlier preclinical development $3.0 million milestone payment from GSK was achieved in August 2022 in connection with ongoing IND-enabling studies to support the evaluation of IDE705 (GSK101). We have the potential to receive an additional $10.0 million milestone payment upon initiation of Phase 1 clinical dose expansion.

We have the potential to earn further aggregate late-stage development and regulatory milestones of up to $465.0 million. Upon commercialization, we will be eligible to receive commercial milestones of up to $475.0 million, and tiered royalties on global net sales of GSK101 – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

 

IDE892 – MTA-cooperative PMRT5 inhibitor

 

In December 2024, we selected IDE892, a potential best-in-class MTA-cooperative PRMT5 inhibitor, as a development candidate. IDE892 was discovered through our iterative physics-based ligand design and optimization platform, and is a highly potent and selective MTA-cooperative PRMT5 inhibitor with best-in-class potential and favorable drug-like properties. IDE892 has demonstrated exceptionally selective antiproliferative activity in MTAP-deleted tumor cell models and durable complete responses in combination with MAT2A inhibitor IDE397 in challenging MTAP-deletion preclinical models.

36


 

 

IDE892 enables a wholly-owned clinical combination between the PRMT5 and MAT2A mechanisms and delivers potentially greater efficacy in MTAP-deletion solids tumors through this rational combination approach, including favorable potency, selectivity, and synergistic combination potential with MAT2A inhibitor IDE397.

 

Development of IDE892 is ongoing to support an IND filing to the FDA in mid-year 2025, subject to satisfactory completion of ongoing preclinical and IND-enabling studies.

 

In April 2025, we presented preclinical data providing insights into metabolite kinetics and PRMT5 dysregulation in MTAP-deficient cancers at AACR 2025.

 

We are also targeting to enable our wholly-owned clinical combination of IDE397 and IDE892 in the second half of 2025 in MTAP-deletion NSCLC.

 

IDE034 (B7H3/PTK7) program with Biocytogen

In July 2024, we entered into an Option and License Agreement, or the Biocytogen Option and License Agreement, with Biocytogen Pharmaceuticals (Beijing) Co., Ltd., (Biocytogen, HKEX: 02315), or Biocytogen, pursuant to which Biocytogen granted us an option for an exclusive worldwide license for a potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload BsADC program, or the Option. B7H3/PTK7 has been found to be co-expressed in multiple solid tumor types, including double-digit percent prevalence in lung, colorectal, and head and neck cancers, among others. Based on preclinical data, the potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload BsADC program has the potential to be developed as a monotherapy agent and used in combination with multiple programs in our pipeline targeting DDR-based therapies, including our PARG inhibitor IDE161.

In November 2024, we announced the selection of IDE034, a potential first-in-class B7H3/PTK7 topo-I-payload BsADC, as a development candidate and the exercise of the Option. Under the terms of the Biocytogen Option and License Agreement, we paid Biocytogen an upfront fee and an exercise fee for the Option totaling $6.5 million.

We are targeting an IND submission to the FDA in the second half of 2025 for IDE034, subject to satisfactory completion of ongoing preclinical and IND-enabling studies.

Biocytogen is eligible to receive total potential upfront, option exercise and milestone payments equal an aggregate of $406.5 million, including development and regulatory milestone payments of up to $100.0 million. Our royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.

 

IDE574 - KAT6/7 inhibitor

 

Our development candidate IDE574, is a potential first-in-class KAT6/7 inhibitor which is an equipotent, highly selective, small molecule dual inhibitor of the lysine acetyltransferase (KAT) 6 and 7, both of which have been shown to support cancer cell survival. IND-enabling studies to support the potential clinical evaluation of IDE574 monotherapy in patients with breast and lung cancers with 8p11 amplification are ongoing, as well as additional opportunities in the setting of lineage addiction. Based on our biomarker evaluation, 8p11 amplification prevalence is projected to be approximately 15% in breast cancer and 17.5% in squamous NSCLC.

 

IDE574 selectively inhibits both KAT6 and KAT7 while sparing other structurally similar KAT molecules. KAT6 and KAT7 are mechanistically intertwined epigenetic modulators of cell identity and lineage commitment programs corrupted by oncogenic transformation. Dual KAT6/7 inhibition with IDE574 delivers robust and durable anti-tumor activity, superior to KAT6 inhibition alone, in preclinical tumor models with 8p11 amplifications, as well as in biomarker selected indications dependent upon lineage-specific transcription factor activity.

 

In April 2025, we presented preclinical data on dual inhibition’s impact on epigenetics and adaptive drug resistance at AACR 2025.

37


 

 

We are targeting an IND submission to the FDA in the second half of 2025 for IDE574, subject to satisfactory completion of ongoing preclinical and IND-enabling studies.

Next-Generation Precision Medicine Pipeline Programs

We have initiated early preclinical research programs focused on pharmacological inhibition of several new targets, or NTs, for patients with solid tumors characterized by defined biomarkers based on genetic mutations and/or molecular signatures. We believe these research programs have the potential for discovery and development of first-in-class or unique-in-class or best-in-class therapeutics. Collectively, we believe these efforts will further advance our multi-pronged clinical and business strategy. We own or control all commercial rights in our next-generation NT programs.

New Target and Biomarker Discovery Platform

Since the inception of the company, our core research has and continues to be focused on precision medicine oncology, with synthetic lethality as a central tenet. We have invested significantly and continue to invest in capabilities for identification and validation of new precision medicine targets and biomarkers for patient selection. These investments include both additional research personnel and capital investments, which will enhance our capabilities broadly, including in target validation, biological assay development, protein synthesis, structural biology, computational chemistry, and analytical chemistry, among other core functional areas. For targets of interest, we advance our research to discover therapeutic drugs and to further qualify relevant biomarkers.

 

Collaboration with ATTMOS

 

We are collaborating with ATTMOS to build a physics-based computational small molecule discovery platform that rapidly unlocks what are currently perceived as undruggable oncology targets. The focus of the partnership is to engineer and optimize a workflow solution for high-throughput absolute binding free energy perturbation predictions (ABFEP) of first-in-class drug candidate molecules. This approach enables application of gold-standard physics-based statistical mechanics calculations of protein-ligand affinities at the scale required for virtual screens and represents what could become the industry's go-to standard for high-speed and high probability-of-success drug hit-finding against structurally-enabled novel biological targets.

 

The collaboration leverages the Amber molecular dynamics suite as the GPU-accelerated back-end free energy simulation engine. We train and evaluate ABFEP-based active learning cycles based on extensive ground-truth data sets derived from its successful wet-lab drug discovery campaigns against novel targets. These models will be used to screen enormous libraries of synthetically tractable chemical space for accurate and efficient de novo discovery of small molecule ligands for new targets.

 

Precision Medicine Research Platform

 

We have established a robust precision medicine research platform with capabilities for identification and validation of new targets and biomarkers, drug discovery and translational biology. Our approach integrates small molecule drug discovery with extensive capabilities in identifying and validating translational biomarkers to develop targeted therapies for select patient populations that are most likely to benefit from these targeted therapies. Our small molecule drug discovery expertise includes discovery and development of small molecule therapeutics.

 

The drug discovery platform includes our proprietary chemical library, INQUIRE™, structure-based drug design enabled by extensive structural biology and crystallography capabilities with over 200,000 chemical compounds, and our proprietary content-based machine-learning engine, HARMONY™, providing effective and efficient molecular design and structure-activity-relationship, or SAR, cycles. We have deep research and development expertise in synthetic lethality – which represents an emerging class of precision medicine targets. We are applying these capabilities to develop a robust pipeline in precision medicine oncology.

 

DECIPHER™ Dual CRISPER Synthetic Lethality Library – UCSD

 

38


 

We have constructed our DECIPHER Dual CRISPR library for synthetic lethality target and biomarker discovery in collaboration with the University of California, San Diego, and bioinformatics analysis and validation are ongoing. The DECIPHER 1.0 library is focused on DNA Damage Repair targets across various tumor suppressor genes and oncogenes of interest that were selected based on their known prevalence and role in solid tumors, enabling evaluation of approximately 50,000 independent gene knockout combinations of DDR pathway related drug targets across known tumor suppressor genes.

 

PAGEO™ Paralogous Gene Evaluation in Ovarian Cancer and Dep Map Consortium – Broad Institute

We have an ongoing strategic collaboration with the Broad Institute focused on synthetic lethality target and biomarker discovery. This collaboration will use the large-scale CRISPR paralog screening platform developed at the laboratory of William R. Sellers, M.D., Core Institute Member, Broad Institute, to evaluate functionally redundant paralogous genes across ovarian cancer subtypes and to generate novel target and biomarker hypotheses. Dr. Sellers, who also serves on our Scientific Advisory Board, is the principal investigator for the strategic collaboration. We have also become a member of the Broad DepMap (Cancer Dependency Map) consortium led by the Broad Institute to further enhance our efforts in bioinformatics and cell-based screening for synthetic lethality target and biomarker discovery and validation.

 

Small and Medium Enterprise Status from the European Medicines Agency

In June 2024, we were granted Small and Medium Enterprise, or SME, status by the European Medicines Agency, or EMA. This enables us to have access to administrative, regulatory and financial support, including fee reductions for scientific advice and regulatory procedures across all our programs.

 

Prospectus Supplement - At-the-Market Facility

On January 19, 2024, we entered into a new Open Market Sales Agreement, or the January 2024 Sales Agreement, with Jefferies LLC, or Jefferies, relating to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, shares of common stock, par value $0.0001 per share, or common stock, having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

 

During the three months ended March 31, 2025, we sold an aggregate 984,000 shares of our common stock for aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent. As of March 31, 2025, approximately $156.6 million of common stock remained available to be sold pursuant to the January 2024 Sales Agreement.

We may cancel our at-the-market program at any time upon written notice, pursuant to its terms.

 

2024 July Public Offering and Sale of IDEAYA Common Stock

 

On July 11, 2024, we completed an underwritten public follow-on offering. The offering consisted of 8,355,714 shares of common stock at an offering price to the public of $35.00 per share, including 1,127,142 shares of common stock upon the exercise in full of the overallotment option by the underwriters, as well as pre-funded warrants to purchase 285,715 shares of common stock at a public offering price of $34.9999 per underlying share, in each case before underwriting discounts and commissions. Pursuant to the offering, we received aggregate gross proceeds of approximately $302.4 million, before deducting underwriting discounts and commissions and other offering expenses, resulting in net proceeds of approximately $283.8 million, after deducting underwriting discounts and commissions and other offering expenses.

Corporate Update

 

We do not have any products approved for sale and have not generated any product revenue since inception. We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK. As of March 31, 2025, we had cash, cash equivalents and marketable securities of approximately $1.05 billion, consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.

39


 

Since our inception in June 2015, we have devoted substantially all of our resources to discovering and developing our product candidates. We have incurred significant operating losses to date and expect that our operating expenses will increase significantly as we advance our product candidates through preclinical and clinical development; seek regulatory approval, and prepare for, and, if approved, proceed to commercialization; acquire, discover, validate and develop additional product candidates; obtain, maintain, protect and enforce our intellectual property portfolio; and hire additional personnel. Certain program costs that contribute to our operating expenses have been and/or will be reimbursed by GSK pursuant to the GSK Collaboration Agreement, including 100% of costs we incur for research we perform in connection with the Pol Theta program and 80% of the aggregate program costs incurred by us and GSK for research each of us performs for the Werner Helicase program. We also incur costs in accordance with the Gilead CSCSA and Second CSCSA. Gilead bears internal or external costs incurred in connection with its supply of Trodelvy. We bear all internal and external costs and expenses associated with the conduct of the combination study. We also incur costs in accordance with the Merck CTCSA. Merck provides KEYTRUDA for the study at no cost to us. We bear all internal and external costs and expenses associated with the conduct of the study. We also entered into two in-licensing agreements for ADCs with topoisomerase-I-inhibitor-payloads to enable combinations with our synthetic lethality programs with Hengrui Pharma for IDE849 and Biocytogen for IDE034. See Note 10. Significant Agreements.

 

Our net losses were $72.2 million and $39.6 million for the three months ended March 31, 2025 and March 31, 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $695.0 million.

Our ability to generate product revenue will depend on the successful development, regulatory approval and eventual commercialization of one or more of our product candidates, ourselves, or for some programs, in collaboration with our strategic partners.

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings, or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of our product candidates.

 

As of March 31, 2025, we had cash, cash equivalents and short-term and long-term marketable securities of approximately $1.05 billion.

We believe that our cash, cash equivalents, and short-term and long-term marketable securities will be sufficient to fund our planned operations for at least twelve months from the date of the issuance of our Quarterly Report on Form 10-Q filed May 6, 2025.

These funds will support our efforts through potential achievement of multiple preclinical and clinical milestones across multiple programs.

Components of Operating Results

Collaboration Revenues

To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales unless and until we are able to initiate a registrational clinical trial, obtain regulatory approval and commercialize one of our product candidates in the future. Our revenue consists exclusively of collaboration revenue under the GSK Collaboration Agreement, including amounts that are recognized related to previously received upfront payments and amounts due and payable to us for research and development services. The amount of revenue recognized related to the GSK Collaboration Agreement, including as related to the previously received upfront payment or to certain development milestone payments, may vary considerably by period and certain components thereof may generally decrease year-over-year as we satisfy remaining performance obligations, for example, relating to the Pol Theta and WRN R&D Services. Since December 31, 2023, we have fully recognized the contract liabilities related to the upfront payment and reimbursements for the research and development performance obligations under the GSK Collaboration Agreement. There are no remaining contract liabilities as of March 31, 2025 as we concluded all the research and development performance obligations under the GSK Collaboration Agreement.

40


 

The future revenue recognition is contingent on additional milestones earned, profit sharing and royalties on any net product sales under our collaborations. We expect that any revenue we recognize or generate under the GSK Collaboration Agreement will fluctuate from period to period due to period to period variability in milestone payments and other payments.

 

Operating Expenses

 

Research and Development Expenses

 

Substantially all of our research and development expenses consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses include certain payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expenses for our research and product development employees, fees to third parties to conduct certain research and development activities on our behalf including fees to CMOs and CROs in support of manufacturing and clinical activity for darovasertib, IDE397, IDE849, IDE275 / GSK959, IDE161, IDE705 / GSK 101, and consulting costs, costs for laboratory supplies, costs for product licenses and allocated overhead, including rent, equipment, depreciation, information technology costs and utilities. We expense both internal and external research and development expenses as they are incurred.

We have entered into various agreements with CMOs and CROs. Our research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the condensed balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, we will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.

Costs of certain activities, such as preclinical studies, are generally recognized based on an evaluation of the progress to completion of specific tasks. Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses and other current assets on our condensed balance sheet. The capitalized amounts are recognized as expense as the goods are delivered or the related services are performed.

We do not allocate our internal costs by product candidate, including internal costs, such as payroll and other personnel expenses, laboratory supplies and allocated overhead. With respect to internal costs, several of our departments support multiple product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program. The following table summarizes our external clinical development expenses by program:

 

 

 

Three Months Ended

 

 

 

March 31, 2025

 

December 31, 2024

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,018

 

$

16,354

 

IDE397(2)

 

 

3,741

 

 

4,576

 

IDE161

 

 

2,448

 

 

2,555

 

Personnel related and stock-based compensation

 

 

15,814

 

 

13,404

 

Other research and development expenses(3)(4)

 

 

25,865

 

 

103,294

 

Total research and development expenses

 

$

70,886

 

$

140,183

 

 

 

 

Three Months Ended

 

 

 

March 31, 2025

 

March 31, 2024

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,018

 

$

10,869

 

IDE397(2)

 

 

3,741

 

 

2,926

 

IDE161

 

 

2,448

 

 

2,695

 

Personnel related and stock-based compensation

 

 

15,814

 

 

12,254

 

Other research and development expenses(3)

 

 

25,865

 

 

14,061

 

Total research and development expenses

 

$

70,886

 

$

42,805

 

 

41


 

(1)
External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services provided by external consultants, CMOs and CROs.
(2)
IDE397 includes costs from Amgen CTCSA.
(3)
Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.
(4)
Other research and development expenses for the three months ended December 31, 2024 includes the $75.0 million upfront payment under the Hengrui Pharma License Agreement for IDE849.

 

We are focusing substantially all of our resources on the development of our product candidates. We expect our research and development expenses to increase substantially during the next few years, as we seek to initiate and/or advance clinical trials for our product candidates, complete our clinical program, pursue regulatory approval of our product candidates and prepare for a possible commercial launch. Predicting the timing or the cost to complete our clinical program or validation of our commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Furthermore, we are unable to predict when or if our product candidates will receive regulatory approval with any certainty.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expense, professional fees for legal, patent, consulting, accounting and tax services, allocated overhead, including rent, equipment, depreciation, information technology costs and utilities, and other general operating expenses not otherwise classified as research and development expenses.

We anticipate that our general and administrative expenses will increase, as a result of increased personnel costs, including salaries, benefits and stock-based compensation expense, patent costs for our product candidates, expanded infrastructure and higher consulting, legal and accounting services associated with maintaining compliance with our Nasdaq stock exchange listing and requirements of the Securities and Exchange Commission, or the SEC, investor relations costs and director and officer insurance policy premiums associated with being a public company.

Other Income

Interest Income and Other Income, Net

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

Results of Operations

 

A discussion regarding our financial condition and results of operations for the three months ended March 31, 2025 compared to the three months ended December 31, 2024 and for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is presented below.

42


 

 

Comparison of Three Months Ended March 31, 2025 and December 31, 2024

The following table summarizes our results of operations for the periods indicated (in thousands):

 

 

 

Three Months Ended

 

 

 

 

 

 

March 31, 2025

 

December 31, 2024

 

Change

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

Collaboration revenue

 

$

 

$

7,000

 

 

(7,000

)

 

(100

%)

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

70,886

 

 

140,183

 

 

(69,297

)

 

(49

%)

General and administrative

 

 

13,503

 

 

10,955

 

 

2,548

 

 

23

%

Loss from operations

 

 

(84,389

)

 

(144,138

)

 

59,749

 

 

(41

%)

Interest income and other income, net

 

 

12,211

 

 

13,826

 

 

(1,615

)

 

(12

%)

Net loss

 

$

(72,178

)

$

(130,312

)

$

58,134

 

 

(45

%)

 

Collaboration Revenue

 

There was no collaboration revenue recognized for the three months ended March 31, 2025 compared to $7.0 million for the three months ended December 31, 2024. The $7.0 million in revenue was earned in October 2024 for the IND clearance of IDE275 (GSK 959), a potential first-in-class WRN inhibitor.

 

We completed all performance obligations related to the upfront payment under the GSK Collaboration Agreement as of December 31, 2023. Future collaboration revenue recognized under the GSK Collaboration Agreement will be related to future milestone payments as they are earned.

Research and Development Expenses

Research and development expenses decreased by $69.3 million, or 49%, during the three months ended March 31, 2025 compared to the three months ended December 31, 2024 primarily due to the $75.0 million upfront payment under the license agreement for IDE849 with Hengrui Pharma that occurred in December 2024, partially offset by increases in $5.7 million in fees paid to CROs, CMOs, and consultants related to the advancement of our lead product candidates through preclinical and clinical studies.

 

General and Administrative Expenses

General and administrative expenses increased by $2.5 million, or 23%, during the three months ended March 31, 2025 compared to the three months ended December 31, 2024. The increase in general and administrative expense was primarily due to increases of $1.2 million in personnel-related expenses and $1.3 million in consulting services and legal patent expenses.

Interest Income and Other Income, Net

Interest income decreased by $1.6 million, or 12%, during the three months ended March 31, 2025 compared to the three months ended December 31, 2024, primarily due to lower investment balances.

 

 

43


 

Comparison of Three Months Ended March 31, 2025 and March 31, 2024

The following table summarizes our results of operations for the periods indicated (in thousands):

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2025

 

2024

 

Change

 

% Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

70,886

 

 

42,805

 

 

28,081

 

 

66

%

General and administrative

 

 

13,503

 

 

8,212

 

 

5,291

 

 

64

%

Loss from operations

 

 

(84,389

)

 

(51,017

)

 

(33,372

)

 

65

%

Interest income and other income, net

 

 

12,211

 

 

11,445

 

 

766

 

 

7

%

Net loss

 

$

(72,178

)

$

(39,572

)

$

(32,606

)

 

82

%

 

Collaboration Revenue

 

There was no collaboration revenue recognized for the three months ended March 31, 2025 and March 31, 2024.

 

We completed all performance obligations related to the upfront payment under the GSK Collaboration Agreement as of December 31, 2023. Future collaboration revenue recognized under the GSK Collaboration Agreement will be related to future milestone payments as they are earned.

 

Research and Development Expenses

 

Research and development expenses increased by $28.0 million, or 66%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to increases in $22.0 million in fees paid to CROs, CMOs and consultants related to the advancement of our lead product candidates through preclinical and clinical studies, $3.6 million in personnel-related expenses to support our growth, and $2.4 million in costs for laboratory supplies, facilities and information technology costs to support our research and development programs.

 

General and Administrative Expenses

 

General and administrative expenses increased by $5.3 million, or 64%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in general and administrative expenses was primarily due to increases of $2.6 million in personnel-related expenses and $2.7 million in consulting and legal patent expenses to support our growth.

 

Interest Income and Other Income, Net

 

Interest income increased by $0.8 million, or 7%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to higher investment balances.

 

 

Liquidity and Capital Resources; Plan of Operations

Sources of Liquidity

We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK. As of March 31, 2025, we had cash, cash equivalents and marketable securities of approximately $1.05 billion, consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.

Material Cash Requirements

We have incurred net losses since our inception. For the three months ended March 31, 2025 and March 31, 2024, we had net losses of $72.2 million and $39.6 million, respectively, and we expect to incur substantial additional losses in future periods.

44


 

As of March 31, 2025, we had an accumulated deficit of $695.0 million. Based on our current business plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least the next 12 months from the issuance date of this Quarterly Report on Form 10-Q.

 

To date, we have not generated any product revenue. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if, it will occur. We expect to continue to incur significant losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for our product candidates, and begin to commercialize any approved products. We are subject to all of the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Moreover, we expect to incur additional costs associated with operating as a public company.

 

We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through private or public equity or debt financings, collaboration or other arrangements with corporate sources, or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements for which will depend on many factors, including:

the scope, timing, rate of progress and costs of our drug discovery, preclinical development activities, laboratory testing and clinical trials for our product candidates;
the number and scope of clinical programs we decide to pursue;
the scope and costs of manufacturing development and commercial manufacturing activities;
the extent to which we acquire or in-license other product candidates and technologies;
the cost, timing and outcome of regulatory review of our product candidates;
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;
our ability to establish and maintain collaborations on favorable terms, if at all;
our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our product candidates;
the costs associated with being a public company; and
the cost and timing associated with commercializing our product candidates if they receive marketing approval.

 

A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions.

 

Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to others rights to our product candidates in certain territories or indications that we would prefer to develop and commercialize ourselves.

45


 

In June 2023, we entered into a lease agreement for approximately 44,000 square feet of laboratory and office facilities at 5000 Shoreline Court, South San Francisco, California. The lease term is 120 months, and we have an option to extend the lease term for a total of two consecutive five-year periods. The lease commenced in August 2024.

In May 2024, we amended our 5000 Shoreline Court facility lease agreement to expand the size of the original premises by adding approximately 11,321 rentable square feet of additional space. The amendment to the lease term commenced in January 2025.

 

In November 2023, we entered into a lease agreement for approximately 5,700 square feet of space at 11710 El Camino Real, San Diego, California for corporate office space. The lease commenced in December 2023 and expires in March 2028. We have an option to renew the lease for three years.

We enter into contracts in the normal course of business with third-party contract organizations for preclinical and clinical studies and testing, manufacture and supply of our preclinical and clinical materials and providing other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice, and therefore, we believe that our non-cancellable obligations under these agreements are not material.

 

See Notes 5. Operating Leases, 6. Commitments and Contingencies, 7. Income Taxes and 10. Significant Agreements.

 

Adequate additional funding may not be available to us on acceptable terms or at all.

 

See the section of this Quarterly Report on Form 10-Q titled “Part I, Item 1A. – Risk Factors” for additional risks associated with our substantial capital requirements.

 

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

 

Summary Statement of Cash Flows

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

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

2024

 

Net cash provided by (used in):

 

 

 

 

 

Operating activities

 

$

(60,342

)

$

(43,813

)

Investing activities

 

 

79,817

 

 

(353,971

)

Financing activities

 

 

26,143

 

 

349,111

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

$

45,618

 

$

(48,673

)

 

Cash Flows from Operating Activities

 

Net cash used in operating activities was $60.3 million for the three months ended March 31, 2025. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $72.2 million, adjusted for net non-cash charges of $7.6 million and changes in net operating assets and liabilities of $4.2 million. Our non-cash charges consisted of $10.2 million in stock-based compensation, $0.6 million in depreciation and $0.5 million of the amortization of right of use assets, partially offset by $3.8 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily due to cash inflows from $2.7 million in accounts payable, $2.9 million accrued and other liabilities in support of research and manufacturing activities and $0.6 million in lease liabilities, partially offset by outflows of $2.0 million in prepaid and other assets.

 

Net cash used in operating activities was $43.8 million for the three months ended March 31, 2024. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $39.6 million, adjusted for net non-cash charges of $1.1 million and changes in net operating assets and liabilities of $5.3 million.

46


 

Our non-cash charges consisted of $6.3 million in stock-based compensation, $0.6 million in depreciation and $0.5 million of the amortization of right of use assets, partially offset by $6.3 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily of $3.1 million in prepaid and other assets, $1.3 million accrued and other liabilities due to CRO fees in support of research and manufacturing activities, $0.5 million in lease liabilities, and $0.5 million in accounts payable.

Cash Flows from Investing Activities

 

Net cash provided by investing activities was $79.8 million for the three months ended March 31, 2025, which consisted primarily of $105.2 million used to purchase marketable securities and $1.3 million used to purchase property and equipment, offset by $186.4 million provided by maturities of marketable securities.

 

Net cash used in investing activities was $354.0 million for the three months ended March 31, 2024, which consisted primarily of $475.8 million used to purchase marketable securities and $1.3 million used to purchase property and equipment, partially offset by $123.1 million provided by maturities of marketable securities.

Cash Flows from Financing Activities

 

Net cash provided by financing activities was $26.1 million for the three months ended March 31, 2025, which consisted primarily of $25.0 million in net proceeds from at-the-market offerings and $1.1 million in proceeds from exercise of common stock options.

 

Net cash provided by financing activities was $349.1 million for the three months ended March 31, 2024, which consisted primarily of $343.7 million of net proceeds from sales under our ATM facility and $5.5 million of proceeds from exercise of common stock options.

Critical Accounting Policies

 

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenue recognized and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

 

For more detail on our critical accounting policies, refer to Note 2 in the unaudited interim condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, and the notes to the financial statements appearing elsewhere in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. For the three months ended March 31, 2025, there were no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC on February 18, 2025.

47


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates or exchange rates. As of March 31, 2025, we had cash, cash equivalents and marketable securities of approximately $1.05 billion, consisting of bank deposits, interest-bearing money market funds, investments in U.S. government securities, commercial paper, and corporate bonds, for which the fair value would be affected by changes in the general level of U.S. interest rates. Even if the fair value of certain government securities, commercial paper, and corporate bonds is affected by changes in U.S. interest rates, the principal of such instruments will be due to us upon maturity.

 

The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. Because our investments are primarily short-term in duration and our holdings in U.S. government treasury bonds mature prior to our expected need for liquidity, we believe that our exposure to interest rate risk is not significant.

 

While we are seeing, and expect to continue to see, record inflation due to geopolitical and macroeconomic events, such as the ongoing Ukraine-Russia conflict and related sanctions, the Israel-Hamas conflict, and the banking sector volatility, we do not believe that inflation, or exchange rate fluctuations have had a significant impact on our results of operations for any periods presented herein.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(e) and 15d-15(e) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

48


 

PART II—OTHERINFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

 

Item 1A. Risk Factors.

 

In addition to other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 18, 2025, or the Annual Report, which could materially affect our business, financial condition, or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report.

 

49


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Unregistered Sales of Equity Securities

None.

Use of Proceeds from the Sale of Registered Securities

Not applicable.

Issuer Purchases of Equity Securities

None.

 

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other information.

 

Trading Plans


During the three months ended March 31, 2025, no Section 16 officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities.

 

Employment Agreement with Joshua Bleharski, Ph.D.

On February 10, 2025, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission announcing the appointment of Joshua Bleharski, Ph.D. as the Company’s Chief Financial Officer. The following description supplements the Original Form 8-K as follows to report the compensation arrangements with Dr. Bleharski pursuant to an employment agreement, effective as of May 1, 2025 (the “Employment Agreement”) by and between the Company and Dr. Bleharski. The Board expects to appoint Dr. Bleharski as the “principal financial officer” of the Company under Section 16(a)-1(f) of the Exchange Act.

The Employment Agreement provides for Dr. Bleharski’s base salary, target cash incentive, benefit plan participation and severance benefits. Pursuant to the Employment Agreement, Dr. Bleharski will receive an annual base salary of $500,000 and a target annual performance bonus amount of 40% of his annual base salary (subject to achievement of certain performance objectives). In the event that Dr. Bleharski’s employment is terminated by the Company without “cause” or he resigns for “good reason” (each, as defined in the Employment Agreement) outside of a Change in Control (as defined in the Employment Agreement), then, subject to timely delivering to us a release of claims, he will be entitled to receive: (i) a lump sum severance payment equal to 75% of his annual base salary; and (ii) payment or reimbursement of continued healthcare coverage for up to 9 months following the date of termination. In the event that Dr. Bleharski’s employment is terminated by the Company without “cause” or he resigns for “good reason” during a period of time that begins three months prior to and ends 12 months following a Change in Control, then, subject to timely delivering to us a release of claims, he will be entitled to receive: (i) a lump sum severance payment equal to his annual base salary and target annual bonus; (ii) payment or reimbursement of continued healthcare coverage for up to 12 months following the date of termination; and (iii) full acceleration of his equity awards.

50


 

The foregoing is only a summary description of the terms of the Employment Agreement, does not purpose to be complete and is qualified in its entirety by reference to the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2025.

Pursuant to the Employment Agreement, the Company expects to grant Dr. Bleharski a stock option to purchase 250,000 shares of the Company’s common stock.

 

51


 

Exhibit Index

Item 6. Exhibits.

 

Exhibit

Number

 

Exhibit Description

 

Incorporated by Reference

 

Filed

Herewith

 

 

 

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

  3.1

 

Amended and Restated Certificate of Incorporation.

 

8-K

 

5/28/2019

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  3.2

 

Amended and Restated Bylaws.

 

8-K

 

5/28/2019

 

3.2

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.1

 

Reference is made to Exhibits 3.1 through 3.2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.2

 

Form of Common Stock Certificate.

 

S-1/A

 

5/13/2019

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.3

 

Description of Common Stock.

 

10-K

 

2/18/2025

 

4.3

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.4

 

Form of April 2023 Pre-funded Warrant.

 

8-K

 

4/27/2023

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.5

 

Form of October 2023 Pre-funded Warrant.

 

8-K

 

 10/27/2023

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.6

 

Form of July 2024 Pre-funded Warrant.

 

8-K

 

7/11/2024

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.1#

 

Non-Employee Director Compensation Program.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  10.2#†

 

Employment Agreement by and between IDEAYA Biosciences, Inc. and Andres Ruiz Briseno.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  10.3#†

 

Employment Agreement Addendum by and between IDEAYA Biosciences, Inc. and Douglas Snyder.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  10.4†

 

Clinical Study Collaboration and Supply Agreement by and between IDEAYA Biosciences, Inc. and Gilead Sciences, Inc. dated February 12, 2025.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 19.1†

 

Insider Trading Compliance Policy.

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

52


 

  31.2

 

Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  32.1*

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

 

 

 

 

X

† Portions of this exhibit have been omitted pursuant to Regulation S-K, Item 601(b)(10) or certain schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). Such omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

# Indicates management contract or compensatory plan.

* The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of IDEAYA Biosciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

53


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

 

 

IDEAYA Biosciences, Inc.

 

 

 

 

 

Date: May 6, 2025

 

By:

 

/s/ Yujiro Hata

 

 

 

 

Yujiro Hata

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date: May 6, 2025

 

By:

 

/s/ Andres Ruiz Briseno

 

 

 

 

Andres Ruiz Briseno

 

 

 

 

Chief Accounting Officer

 

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

54


EX-10.1 2 idya-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

 

IDEAYA Biosciences, Inc.

Non-Employee Director Compensation Program

Amended effective as of January 1, 2025

 

This IDEAYA Biosciences, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2019 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common stock (the “IPO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

 

Cash Compensation

 

Annual retainers will be paid in the following amounts to Non-Employee Directors:

 

Non-Employee Director:

$45,000

Non-Executive Chair:

$30,000

Audit Committee Chair:

$20,000

Compensation Committee Chair:

$15,000

Nominating and Corporate Governance Committee Chair:

$10,000

Audit Committee Member (non-Chair):

$10,000

Compensation Committee Member (non-Chair):

$7,500

Nominating and Corporate Governance Committee Member (non-Chair):

$5,000

 

All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than 30 days after the end of such quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

 

Equity Compensation

 

Initial Stock Option Grant:

Each Non-Employee Director who is initially elected or appointed to serve on the Board after the IPO shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 32,400 shares of Common Stock.

 

The Initial Option will be automatically granted on the date on which such Non-Employee Director commences service on the Board, and will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the applicable date of grant such that the shares subject to the Initial Option are fully vested on


Exhibit 10.1

 

 

the third anniversary of the grant, subject to the Non-Employee Director continuing in service on the Board through each vesting date.

 

Annual Stock Option Grant:

Each Non-Employee Director who is OR has, for at least 120 days, been serving on the Board as of the date of each annual shareholder meeting of the Company (each, an “Annual Meeting”) shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 16,200 shares of Common Stock.

 

The Annual Option will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date.

 

The per share exercise price of each Option granted to a Non-Employee Director shall equal the Fair Market Value of a share of common stock on the date the Option is granted.

 

The term of each Option granted to a Non-Employee Director shall be ten years from the date the Option is granted.

 

No portion of an Initial Option or Annual Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and exercisable thereafter.

 

Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their service with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from service with the Company and any parent or subsidiary of the Company, Annual Options as described above.

 

Change in Control

 

Upon a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained by the Company that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions of the Non-Employee Director’s Award Agreement.

 

Reimbursements

The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.


Exhibit 10.1

 

Miscellaneous

 

The other provisions of the Plan shall apply to the Options granted automatically pursuant to this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Options hereby are subject in all respects to the terms of the Plan. The grant of any Option under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.

 

Effectiveness

 

This Program shall become effective upon the consummation of the IPO.

 


EX-10.2 3 idya-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

 

IDEAYA BIOSCIENCES, INC.

EMPLOYMENT AGREEMENT

* * * * * This Employment Agreement (the “Agreement”) is entered into between IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”) and Andres Ruiz Briseno (“Executive” and, together with the Company, the “Parties”) effective as of March 28, 2025 (the “Effective Date”).

WHEREAS, the Company desires to assure itself of the services of Executive by engaging Executive to perform services as an employee of the Company under the terms hereof; and

WHEREAS, Executive desires to provide services to the Company on the terms herein provided effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.
Employment.
(a)
General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date.
(b)
Position and Duties. Effective as of the Effective Date, Executive: (i) shall serve as the Company’s Chief Accounting Officer with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Chief Executive Officer of the Company (the “CEO”) or your manager; (ii) shall report directly to the Chief Financial Officer, which may change at the sole and absolute discretion of the Company, and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company’s business. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service.
(c)
Principal Office. Executive shall perform services for the Company at the Company’s offices located in South San Francisco, California, or, with the Company’s consent, at any other place in connection with the fulfillment of Executive’s role with the Company; provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company’s business.
(d)
Exclusivity. Except with the prior written approval of the CEO (which the CEO may grant or withhold in his or her sole and absolute discretion), Executive shall devote Executive’s best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods.

1

 


Exhibit 10.2

 

Notwithstanding the foregoing, Executive may, without violating this Section 1(d), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) engage in other personal passive investment activities, in each case, so long as such interests or activities do not materially interfere to the extent such activities do not, individually or in the aggregate, interfere with or otherwise prevent the performance of Executive’s duties and responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Company’s CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. For the avoidance of doubt, the CEO has approved Executive’s continued service with those organizations set forth on Exhibit A, such approval to continue until the earlier to occur of (a) the CEO’s revocation of such approval in his or her sole and absolute discretion, or (b) such time as such service interferes with the performance of Executive’s duties under this Agreement, violates the Company’s standards of conflict or raises a conflict under the Company’s conflict of interest policies.
2.
Term. The period of Executive’s employment under this Agreement shall commence on the Effective Date and shall continue until Executive’s employment with the Company is terminated pursuant to Section 5. The phrase “Term” as used in this Agreement shall refer to the entire period of employment of Executive by the Company.
3.
Compensation and Related Matters.
(a)
Annual Base Salary. During the Term, Executive shall receive a base salary at the rate of $417,000 per year (as may be increased from time to time, the “Annual Base Salary”), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed by the CEO, and, as applicable, the Board of Directors of the Company (the “Board”) and/or the Compensation Committee of the Board, not less than annually.
(b)
Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive’s achievement of performance objectives established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at forty percent (40%) of Executive’s Annual Base Salary (the “Annual Bonus”). Any Annual Bonus approved by the Board, the Compensation Committee of the Board and/or the CEO shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive’s continuous employment through the date of approval.
(c)
Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit.
(d)
Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as are in effect from time to time.

2

 


Exhibit 10.2

 

(e)
Vacation. Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.
4.
Equity Awards.
(a)
Future Awards. Executive shall be eligible for such future grants of stock options and other equity awards as may be determined by the Board or its Compensation Committee. The Stock Option will be subject to the terms and conditions of the Company’s 2013 Employment Inducement Plan and the Company’s standard form of stock option agreement.
(b)
Covered Terminations. Notwithstanding anything to the contrary in any agreement evidencing the Stock Option, or any future stock option or other equity award, the unvested portion of the Stock Option, or such future stock option or other equity award, shall not terminate upon the date of a Covered Termination (as defined below) but instead shall remain outstanding and eligible to vest in accordance with Section 6 hereof until the three month anniversary of such Covered Termination.
5.
Termination.
(a)
At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that Executive’s job duties, title, and responsibility and reporting level, work schedule, compensation, and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company (subject to any ramification such changes may have under Section 6 of this Agreement). This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly-authorized officer of the Company. If Executive’s employment terminates for any lawful reason, Executive shall not be entitled to any payments, benefits, damages, award, or compensation other than as provided in this Agreement.
(b)
Notice of Termination. During the Term, any termination of Executive’s employment by the Company or by Executive (other than by reason of death) shall be communicated by written notice (a “Notice of Termination”) from one Party hereto to the other Party hereto (i) indicating the specific termination provision in this Agreement relied upon, if any, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifying the Date of Termination (as defined below). The failure by the Company to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Cause (as defined below) shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing their rights hereunder. The failure by the Executive to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Good Reason (as defined below) shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing their rights hereunder.

3

 


Exhibit 10.2

 

(c)
Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean the date of the termination of Executive’s employment with the Company specified in a Notice of Termination.
(d)
Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.
6.
Consequences of Termination.
(a)
Payments of Accrued Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within 30 days after Executive’s Date of Termination (or such earlier date as may be required by applicable law): (i) any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, (ii) any expenses owed to Executive under Section 3, (iii) any accrued but unused paid time-off owed to Executive, (iv) any Annual Bonus earned but unpaid as of the Date of Termination, and (v) any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. Except as otherwise set forth in Sections 6(b) and (c), the payments and benefits described in this Section 6(a) shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason.
(b)
Severance Payments upon Covered Termination Outside a Change in Control Period. If, during the Term, Executive experiences a Covered Termination outside a Change in Control Period (each as defined below), then in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement substantially in the form of Exhibit B hereto, with any such changes to applicable law as the Company deems necessary (the “Release”) that becomes effective and irrevocable in accordance with Section 11(d), provide Executive with the following:
(i)
The Company shall pay to Executive an amount equal to Executive’s Annual Base Salary multiplied by 0.75. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release becomes effective and irrevocable in accordance with Section 11(d).
(ii)

4

 


Exhibit 10.2

 

During the period commencing on the Date of Termination and ending on the nine month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A‑1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).
(c)
Severance Payments upon Covered Termination During a Change in Control Period. If, during the Term, Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of the Release that becomes effective and irrevocable in accordance with Section 11(d), provide Executive with the following:
(i)
The Company shall pay to Executive an amount equal to the sum of Executive’s Annual Base Salary and Executive’s target Annual Bonus. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release becomes effective and irrevocable in accordance with Section 11(d).
(ii)
During the period commencing on the Date of Termination and ending on the twelve month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the CIC COBRA Period (or remaining portion thereof).

5

 


Exhibit 10.2

 

(iii)
Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with respect to all of the shares of the Company’s Common Stock subject thereto.
(d)
No Other Severance. The provisions of this Section 6 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program, or other arrangement maintained by the Company except as otherwise approved by the Board.
(e)
No Requirement to Mitigate; Survival. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any Party.
(f)
Definition of Cause. For purposes hereof, “Cause” shall mean any one of the following: (i) Executive’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of any contract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. The determination that a termination of Executive’s employment is either for Cause or without Cause shall be made by the Board or its Compensation Committee, in each case, in its sole discretion.
(g)
Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall mean any of the following types of transactions: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (each, a “Transaction”), wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or, in the case of a Transaction described in (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be. Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; (iii) it constitutes the Company’s initial public offering of its securities; or (iv) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion). Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

6

 


Exhibit 10.2

 

(h)
Definition of Change in Control Period. For purposes hereof, “Change in Control Period” shall mean the period commencing three months prior to a Change in Control and ending 12 months after such Change in Control.
(i)
Definition of Covered Termination. For purposes hereof, “Covered Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.
(j)
Definition of Good Reason. For purposes hereof, “Good Reason” shall mean that Executive has complied in all material respects with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events, without Executive’s prior written consent: (i) a material reduction of Executive’s Annual Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s senior management employees); or (ii) relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than by more than seventy-five (75) miles as compared to Executive’s principal place of employment immediately prior to such relocation; or (iii) a material reduction in Executive’s job title and primary duties, responsibilities and authorities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties.
(k)
Definition of Good Reason Process. For the purposes hereof, “Good Reason Process” shall mean that (A) Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (B) Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first time the Executive becomes aware of the occurrence of such condition; (C) Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days immediately following the Company’s receipt of such notice (the “Cure Period”), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) Executive terminates Executive’s employment with the Company within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
7.
Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.
8.
Miscellaneous Provisions.
(a)
Restrictive Covenant Agreements. On or before the Effective Date, Executive shall enter into the Company’s standard form Proprietary Information and Invention Assignment Agreement (the “Intellectual Property Assignment Agreement” together with any other confidentiality agreement between Executive and the Company, the “Restrictive Covenant Agreements”).

7

 


Exhibit 10.2

 

The Restrictive Covenant Agreements shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any conflict between the terms of the Restrictive Covenant Agreements and the terms of this Agreement, the terms of this Agreement shall prevail.
(b)
Non-Solicitation of Employees. For a period of one year following Executive’s Date of Termination, Executive shall not, either directly or indirectly (i) solicit for employment by any individual, corporation, firm, or other business, any employees, consultants, independent contractors, or other service providers of the Company or any of its affiliates, or (ii) solicit any employee or consultant of the Company or any of its affiliates to leave the employment or consulting of or cease providing services to the Company or any of its affiliates; provided, however, that the foregoing clauses (i) and (ii) shall not apply to a general advertisement or solicitation (or any hiring pursuant to such advertisement or solicitation) that is not specifically targeted to such employees or consultants.
(c)
Governing Law. This Agreement shall be governed, construed, interpreted, and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of California, without giving effect to any principles of conflicts of law, whether of the State of California or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.
(d)
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
(e)
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.
(f)
Entire Agreement. The terms of this Agreement, together with the Restrictive Covenant Agreements, are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, regarding Executive’s service to the Company. The Parties further intend that this Agreement, together with the Restrictive Covenant Agreements, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement or the Restrictive Covenant Agreements. Notwithstanding the foregoing, in the event of any conflict between the terms of the Restrictive Covenant Agreements and the terms of this Agreement, the terms of this Agreement shall prevail.
(g)
Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.

8

 


Exhibit 10.2

 

No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.
(h)
Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that any and all controversies, claims and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms, shall be resolved solely and exclusively by final and binding arbitration held in San Francisco, California through JAMS in conformity with the then-existing JAMS employment arbitration rules, which can be found at https://www.jamsadr.com/rules-employment-arbitration/. The arbitration provisions of this Agreement shall be governed by and enforceable pursuant to the Federal Arbitration Act. In all other respects for provisions not governed by the Federal Arbitration Act, this Agreement shall be construed in accordance with the laws of the State of California, without reference to conflicts of law principles. The arbitrator shall: (a) provide adequate discovery for the resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall award the prevailing Party attorneys’ fees and expert fees, if any. Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them under Section 8(a), and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of Section 8(a), none of the Parties shall raise the defense, without a good faith basis for raising such defense, that there is an adequate remedy at law. Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 8(h), they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration. Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by applicable law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding.
(i)
Enforcement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
(j)
Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the Company is required to withhold.

9

 


Exhibit 10.2

 

The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.
(k)
Whistleblower Protections and Trade Secrets. Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
9.
Prior Employment. Executive represents and warrants that Executive’s acceptance of employment with the Company has not breached, and the performance of Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other person. Executive further represents and warrants to the Company that (a) the performance of Executive’s obligations hereunder will not violate any agreement between Executive and any other person, firm, organization, or other entity; (b) Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by Executive entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement; and (c) Executive’s performance of Executive’s duties under this Agreement will not require Executive to, and Executive shall not, rely on in the performance of Executive’s duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive.
10.
Golden Parachute Excise Tax.
(a)
Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (A) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (B) the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

10

 


Exhibit 10.2

 

If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (2) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.
(b)
Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 10(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.
11.
Section 409A.
(a)
General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date, (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

11

 


Exhibit 10.2

 

Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including, without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; however, this Section 11(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company (A) have any liability for failing to do so, or (B) incur or indemnify Executive for any taxes, interest or other liabilities arising under or by operation of Section 409A.
(b)
Separation from Service. Notwithstanding any provision to the contrary in this Agreement: (i) no amount that constitutes “deferred compensation” under Section 409A shall be payable pursuant to Section 6 unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations (“Separation from Service”); (ii) for purposes of Section 409A, Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31st of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.
(c)
Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.
(d)
Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of the Release, (i) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date.

12

 


Exhibit 10.2

 

To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.
12.
Employee Acknowledgement. Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.

[Signature Page Follows]

13

 


 

The Parties have executed this Agreement as of the Effective Date.

IDEAYA BIOSCIENCES, INC.

By:/s/ Yujiro S. Hata

Name: Yujiro S. Hata

Title: President and Chief Executive Officer

EXECUTIVE

By:/s/ Andres Ruiz Briseno

Name: Andres Ruiz Briseno

Address:

[ ]

[ ]

 


Exhibit 10.2

 

EXHIBIT A

PERMITTED OUTSIDE ACTIVITIES

1.
[[ ]]

2

 


Exhibit 10.2

 

EXHIBIT B

RELEASE OF CLAIMS

This Release of Claims (“Release”) is entered into as of _________________, 20__, between [__________] (“Executive”) and IDEAYA Biosciences, Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”), effective eight days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Release as provided in Paragraph 1(c), below.

1.
Executive’s Release of the Company. Executive understands that by agreeing to this Release, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.
(a)
On behalf of Executive and Executive’s heirs and assigns, Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, divisions, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to Executive’s hire, employment, remuneration or resignation by the Releasees, or any of them, including Claims arising under federal, state, or local laws relating to employment, Claims of any kind that may be brought in any court or administrative agency, any Claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

3

 


Exhibit 10.2

 

(b)
Notwithstanding the generality of the foregoing, Executive does not release the following claims:
(i)
Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii)
Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii)
Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv)
Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v)
Claims for indemnification under any indemnification agreement with the Company, the Company’s Bylaws, California Labor Code Section 2802 or any other applicable law; and
(vi)
Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment.
(c)
In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:
(i)
Executive has the right to consult with an attorney before signing this Release;
(ii)
Executive has been given at least [twenty-one (21) OR forty-five (45)] days to consider this Release;
(iii)
Executive has seven (7) days after signing this Release to revoke it, and Executive will not receive the severance benefits provided by that certain Employment Agreement between the Parties (the “Employment Agreement”) unless and until such seven (7) day period has expired. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to [___________].
(d)
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

4

 


Exhibit 10.2

 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
 BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
2.
Executive Representations. Executive represents and warrants that:
(a)
Executive has returned to the Company all Company property in Executive’s possession;
(b)
Executive is not owed wages, commissions, bonuses or other compensation, other than wages through the date of the termination of Executive’s employment and any accrued, unused vacation earned through such date, and any payments that become due under the Change of Control Agreement;
(c)
During the course of Executive’s employment Executive did not sustain any injuries for which Executive might be entitled to compensation pursuant to worker’s compensation law or Executive has disclosed any injuries of which Executive is currently, reasonably aware for which Executive might be entitled to compensation pursuant to worker’s compensation law; and
(d)
Executive has not initiated any adversarial proceedings of any kind against the Company or against any other person or entity released herein, nor will Executive do so in the future, except as specifically allowed by this Release.
3.
Severability. The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
4.
Choice of Law. This Release shall in all respects be governed and construed in accordance with the laws of the State of California, including all matters of construction, validity and performance, without regard to conflicts of law principles.
5.
Integration Clause. This Release and the Employment Agreement contain the Parties’ entire agreement with regard to the separation of Executive’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Executive and a duly authorized officer or director of the Company.

5

 


Exhibit 10.2

 

6.
Execution in Counterparts. This Release may be executed in counterparts with the same force and effectiveness as though executed in a single document. Facsimile signatures shall have the same force and effectiveness as original signatures.
7.
Intent to be Bound. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

 

6

 


Exhibit 10.2

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing on the dates shown below.

 

EXECUTIVE IDEAYA BIOSCIENCES, INC.

 

 

 

__________________________ __________________________

By:

Title:

 

Date: ______________________ Date: _____________________

 

7

 


EX-10.3 4 idya-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

 

IDEAYA BIOSCIENCES, INC.

EMPLOYMENT AGREEMENT ADDENDUM

The Employment Agreement between IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”) and Douglas Snyder (“Executive” and, together with the Company, the “Parties”) dated September 18, 2024 (the “Employment Agreement”) is hereby amended, effective March 28, 2025, as follows:

Section 3 (b) of the Employment Agreement is amended and replaced in its entirety with the following:

3(b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive’s achievement of performance objectives established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at forty percent (40%) of Executive’s Annual Base Salary (the “Annual Bonus”). Any Annual Bonus approved by the Board, the Compensation Committee of the Board and/or the CEO shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive’s continuous employment through the date of approval.

 

All other provisions of the Employment Agreement remain in full force and effect.

[Signature Page Follows]

1

 

|


 

The Parties have executed this Addendum as of [DATE OF SIGNATURE].

IDEAYA BIOSCIENCES, INC.

By:/s/ Yujiro Hata

Name: Yujiro Hata

Title: President and Chief Executive Officer

EXECUTIVE

By:/s/ Douglas Snyder

Name: Douglas Snyder

Address:

[ ]

[ ]

 

|


Exhibit 10.3

 

EXHIBIT A

PERMITTED OUTSIDE ACTIVITIES

 

2

 

|


Exhibit 10.3

 

EXHIBIT B

RELEASE OF CLAIMS

This Release of Claims (“Release”) is entered into as of _________________, 20__, between [__________] (“Executive”) and IDEAYA Biosciences, Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”), effective eight days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Release as provided in Paragraph 1(c), below.

1.
Executive’s Release of the Company. Executive understands that by agreeing to this Release, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.
(a)
On behalf of Executive and Executive’s heirs and assigns, Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, divisions, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to Executive’s hire, employment, remuneration or resignation by the Releasees, or any of them, including Claims arising under federal, state, or local laws relating to employment, Claims of any kind that may be brought in any court or administrative agency, any Claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

3

 

|


Exhibit 10.3

 

(b)
Notwithstanding the generality of the foregoing, Executive does not release the following claims:
(i)
Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii)
Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii)
Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv)
Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v)
Claims for indemnification under any indemnification agreement with the Company, the Company’s Bylaws, California Labor Code Section 2802 or any other applicable law; and
(vi)
Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment.
(c)
In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:
(i)
Executive has the right to consult with an attorney before signing this Release;
(ii)
Executive has been given at least [twenty-one (21) OR forty-five (45)] days to consider this Release;
(iii)
Executive has seven (7) days after signing this Release to revoke it, and Executive will not receive the severance benefits provided by that certain Employment Agreement between the Parties (the “Employment Agreement”) unless and until such seven (7) day period has expired. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to [_________].
(d)
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

4

 

|


Exhibit 10.3

 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
 BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
2.
Executive Representations. Executive represents and warrants that:
(a)
Executive has returned to the Company all Company property in Executive’s possession;
(b)
Executive is not owed wages, commissions, bonuses or other compensation, other than wages through the date of the termination of Executive’s employment and any accrued, unused vacation earned through such date, and any payments that become due under the Change of Control Agreement;
(c)
During the course of Executive’s employment Executive did not sustain any injuries for which Executive might be entitled to compensation pursuant to worker’s compensation law or Executive has disclosed any injuries of which Executive is currently, reasonably aware for which Executive might be entitled to compensation pursuant to worker’s compensation law; and
(d)
Executive has not initiated any adversarial proceedings of any kind against the Company or against any other person or entity released herein, nor will Executive do so in the future, except as specifically allowed by this Release.
3.
Severability. The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
4.
Choice of Law. This Release shall in all respects be governed and construed in accordance with the laws of the State of California, including all matters of construction, validity and performance, without regard to conflicts of law principles.
5.
Integration Clause. This Release and the Employment Agreement contain the Parties’ entire agreement with regard to the separation of Executive’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Executive and a duly authorized officer or director of the Company.

5

 

|


Exhibit 10.3

 

6.
Execution in Counterparts. This Release may be executed in counterparts with the same force and effectiveness as though executed in a single document. Facsimile signatures shall have the same force and effectiveness as original signatures.
7.
Intent to be Bound. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

 

6

 

|


Exhibit 10.3

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing on the dates shown below.

 

EXECUTIVE IDEAYA BIOSCIENCES, INC.

 

 

 

__________________________ __________________________

By:

Title:

 

Date: ______________________ Date: _____________________

 

7

 

|


EX-10.4 5 idya-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

Execution Copy

CLINICAL STUDY COLLABORATION AND SUPPLY AGREEMENT

This CLINICAL STUDY COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of February 12, 2025 (the “Effective Date”), is by and between Gilead Sciences, Inc., having a place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”), and IDEAYA Biosciences, Inc., having a place of business at 5000 Shoreline Ct Suite300, South San Francisco, CA 94080 (“Company”) (each, a “Party,” and collectively, the “Parties”).

RECITALS

WHEREAS, Gilead is developing the Gilead Compound (as defined below) for the treatment of certain types of cancer;

WHEREAS, Company is developing the Company Compound (as defined below) for the treatment of certain types of cancer;

WHEREAS, Company and Gilead executed a Clinical Study Collaboration and Supply Agreement effective as of November 29, 2023 with respect to a Gilead Arm and Control Arm examining bladder cancer (the “2023 Agreement”); and

WHEREAS, subject to the terms and conditions hereof, the Parties desire to collaborate with respect to a clinical trial in which the Company Compound and the Gilead Compound would be co-administered or sequentially administered to certain patients with advanced solid tumors in lungs.

NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions, the Parties, intending to be legally bound, hereby mutually agree as follows:

ARTICLE 1

DEFINITIONS

For all purposes of this Agreement, the capitalized terms defined in this ARTICLE 1 and throughout this Agreement shall have the meanings specified in this Agreement.

1.1
“Affiliate” means, with respect to a Party, a firm, corporation or other entity that, now or hereafter, directly or indirectly, controls such Party, is controlled by such Party or is under common control with such Party, in each case, for so long as such control exists. The word “control” (and, with correlative meanings, “controlled by” and “under common control with”) as used in this definition means (a) the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities of a legal entity or (b) possession, directly or indirectly, of the power to direct the management or policies of a legal entity, whether through the ownership of voting securities, contract rights, voting rights, corporate governance or otherwise.
1.2
“Agreement” has the meaning set forth in the preamble.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.3
“Alliance Manager” has the meaning set forth in Section 3.2.
1.4
“Anti-Bribery and Anti-Corruption Laws” has the meaning set forth in Schedule 12.2.
1.5
“Applicable Law” means all federal, state, local, national and regional statutes, laws, rules, regulations and directives applicable to a particular activity hereunder, including performance of clinical trials, medical treatment and the processing and protection of personal and medical data, as the same may be in effect from time to time, including those promulgated by Regulatory Authorities, and including GMP and GCP; Data Protection Law; export control and economic sanctions regulations; Anti-Bribery and Anti-Corruption Laws; and laws and regulations governing payments to healthcare providers.
1.6
“Biosimilar” means any compound (a) for which Marketing Approval is sought or obtained pursuant to 42 U.S.C. § 262(k) as a biosimilar to the Gilead Compound, or any other similar law of any jurisdiction, by reference to a prior Marketing Approval granted to the Gilead Compound; (b) that is “biosimilar to the Gilead Compound, as the term “biosimilar” is defined in 42 U.S.C. § 262(i)(2); or (c) that has been approved by the FDA or other Regulatory Authority outside of the United States as a biosimilar to the Gilead Compound by reference to the Gilead Compound, as set forth at 42 U.S.C. § 262(k)(4) or other analogous Applicable Law outside of the United States.
1.7
“Business Day” means any day other than (a) a Saturday or a Sunday or any public holiday in the applicable country in which the applicable obligations under this Agreement are to be performed, (b) the Sunday through Saturday containing July 4, or (c) December 26 through December 31.
 
1.8
“Change of Control” means, with respect to a Party, any of the following, in a single transaction or a series of related transactions: (a) the sale, exclusive license, or other transfer to a Third Party of all or substantially all of the assets of such Party (or, if applicable, a parent of such Party) to which this Agreement relates; (b) the direct or indirect acquisition by a Third Party of beneficial ownership of more than fifty percent (50%) of the then-outstanding securities or other voting interests of such Party (or, if applicable, a parent of such Party); or (c) the merger, reorganization, consolidation or business combination involving such Party (or, if applicable, a parent of such Party) with a Third Party that results in the holders of the beneficial ownership of the voting securities or other voting interests of such Party (or, if applicable, a parent of such Party) immediately prior to such merger, reorganization, consolidation or business combination ceasing to hold beneficial ownership of more than fifty percent (50%) of the combined voting power of the surviving entity resulting from such merger, reorganization, consolidation or business combination.

2

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.9
“Clinical Data” means all data (including raw data) and results generated by or on behalf of a Party or any of its Affiliates, or jointly by or on behalf of Gilead or any of its Affiliates, on the one hand, and Company or any of its Affiliates, on the other hand, arising from the performance of the Gilead Arm, but excluding any Sample Analysis Results.
1.10
“Combination Therapy” means the Gilead Compound as a separate packaged form co-administered or sequentially administered with the Company Compound as a separate packaged form.
1.11
“Company” has the meaning set forth in the preamble.
1.12
“Company Background Patents” has the meaning set forth in Section 9.4.1.
1.13
“Company Compound” means Company’s compound directed against methionine adenosyltransferase 2A known as IDE397.
1.14
“Company Project IP” means, collectively, the Company Project Know-How and Company Project Patents.
1.15
“Company Project Know-How” means any Project Know-How, including any Clinical Data, that (a) relates to the Company Compound and (b) does not relate to the Gilead Compound (or any Biosimilar) or the Combination Therapy (or any combination of the Gilead Compound (or any Biosimilar) and the Company Compound); provided, however, that Company Project Know-How excludes Sample Analysis Results.
1.16
“Company Project Patent” means any Project Patent that claims or covers any invention within the Company Project Know-How and does not claim or cover any invention within the Gilead Project Know-How or Joint Project Know-How.
1.17
“Compound” means each of the Company Compound and the Gilead Compound.
1.18
“Confidential Information” of a Party (“Disclosing Party”) means all data, materials and information in any form (written, oral, graphic, electronic or otherwise) that is provided or disclosed by or on behalf of the Disclosing Party or its Affiliate to the other Party (“Receiving Party”) or its Affiliate under or in connection with this Agreement , whether before or after the Effective Date (but, for clarity, excluding information that is “Confidential Information” under the 2023 Agreement, the treatment of which shall be governed by the 2023 Agreement); provided, however, that (a) the Gilead Project IP shall be deemed the Confidential Information of Gilead only (and Gilead shall be deemed to be the Disclosing Party and Company shall be deemed to be the Receiving Party with respect thereto), (b) the Company Project IP shall be deemed the Confidential Information of Company only (and Company shall be deemed to be the Disclosing Party and Gilead shall be deemed to be the Receiving Party with respect thereto), and (c) the Joint Project IP and the existence and terms of this Agreement shall be deemed the Confidential Information of both Parties (and each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect thereto).

3

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.19
“Control” means, with respect to any Know-How, Patent, Regulatory Documentation or other intellectual property, that the applicable Party owns or has a license to such Know-How, Patent, Regulatory Documentation or other intellectual property and has the ability to grant a license, sublicense or other right (including a right of reference) or access to or under such Know-How, Patent, Regulatory Documentation or other intellectual property as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.
1.20
“Control Arm” means the separate arm of the Study evaluating the Company Compound as a monotherapy in the same tumor types evaluated in the Gilead Arm.
1.21
“Control Arm Data” means all data (including raw data) and results generated by or on behalf of Company or any of its Affiliates arising from the performance of the Control Arm, but excluding any Clinical Data or Sample Analysis Results.
1.22
“Covered Personal Data” has the meaning set forth in Section 4.5.1.
1.23
“CTA” means an application to a Regulatory Authority for purposes of requesting the ability to start or continue a clinical trial.
1.24
“Data Disclosing Party” has the meaning set forth in Section 4.5.2(a).
1.25
“Data Protection Laws” means all Applicable Law relating to privacy, information security, cybersecurity, or data protection, including (a) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing law relating to the processing of personal data or the privacy or security of electronic communications, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and (b) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act adopted as part of the American Recovery and Reinvestment Act of 2009, and any regulations promulgated thereunder (“HIPAA”), and (c) FDA’s regulatory guidance pertaining to informed consent or cybersecurity requirements.
1.26
“Data Receiving Party” has the meaning set forth in Section 4.5.2(a).
1.27
“Data Sharing Plan” has the meaning set forth in Section 4.1.4(b).
1.28
“Delivery” (and, with a corresponding meaning, “Deliver”) (a) with respect to a quantity of Company Compound, means shipment of such quantity by or on behalf of Company to a Gilead Arm site, and (b) with respect to a quantity of Gilead Compound, has the meaning set forth in Section 7.2.1.

4

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.29
“Disclosing Party” has the meaning set forth in the definition of Confidential Information.
1.30
“Dispute” has the meaning set forth in Section 14.3.2.
1.31
“Effective Date” has the meaning set forth in the preamble.
1.32
“EMA” means the European Medicines Agency or any successor thereto.
1.33
“FDA” means the United States Food and Drug Administration or any successor thereto.
1.34
“Force Majeure” has the meaning set forth in Section 14.2.
1.35
“GCP” means the current good clinical practices applicable to the clinical development of a product pursuant to Applicable Law, including those officially published and interpreted by EMA and FDA, as well as guidance documents from ICH, as the same may be in effect from time to time.
1.36
“GDPR” has the meaning set forth in the definition of Data Protection Laws.
1.37
“GMP” means the current good manufacturing practices applicable to the Manufacture of a product pursuant to Applicable Law, including those officially published and interpreted by the applicable Regulatory Authority, as well as guidance documents from ICH, as the same may be in effect from time to time.
1.38
“Gilead” has the meaning set forth in the preamble.
1.39
“Gilead Arm” means the separate arm of the Study evaluating the Combination Therapy.
1.40
“Gilead Background Patents” has the meaning set forth in Section 9.4.2.
1.41
“Gilead Compound” means Gilead’s compound known as sacituzumab govitecan-hziy.
1.42
“Gilead Project IP” means, collectively, the Gilead Project Know-How and Gilead Project Patents.
1.43
“Gilead Project Know-How” means any Project Know-How, including any Clinical Data, that (a) relates to the Gilead Compound (or any Biosimilar) and (b) does not relate to the Company Compound or the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound); provided, however, that Gilead Project Know-How excludes Sample Analysis Results.

5

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.44
“Gilead Project Patent” means any Project Patent that claims or covers any invention within the Gilead Project Know-How and does not claim or cover any invention within the Company Project Know-How or Joint Project Know-How.
1.45
“HIPAA” has the meaning set forth in the definition of Data Protection Laws.
1.46
“ICH” means the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use.
1.47
“IND” means an investigational new drug application submitted or to be submitted with the FDA as described in Title 21 of the U.S. Code of Federal Regulations, Part 312, or any equivalent application to Regulatory Authorities in jurisdictions outside the United States.
1.48
“Indemnified Party” has the meaning set forth in Section 13.2.3.
1.49
“Indemnifying Party” has the meaning set forth in Section 13.2.3.
1.50
“Joint Project IP” means, collectively, the Joint Project Know-How and Joint Project Patents. For clarity, Joint Project IP excludes (a) any Know-How that does not arise from the performance of activities under this Agreement and (b) any Patent that does not claim or cover any invention within Know-How that arises from the performance of activities under this Agreement.
1.51
“Joint Project Know-How” means any Project Know-How, including any Clinical Data, other than Company Project Know-How or Gilead Project Know-How. For clarity, Joint Project Know-How includes all Sample Analysis Results.
1.52
“Joint Project Patent” means any Project Patent other than Company Project Patents or Gilead Project Patents.
1.53
“JSC” has the meaning set forth in Section 3.1.
1.54
“Know-How” means any information, data, results, materials, inventions (whether or not patentable), know-how, software, protocols, chemical or biological structures, chemical sequences, formulas, trade secrets, techniques, methods, processes, procedures, developments improvements or other intellectual property, in each case, of a scientific or technical nature; provided, however, that Know-How does not include Regulatory Documentation or Patents.
1.55
“Liabilities” has the meaning set forth in Section 13.2.1.

6

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.56
“Manufacture,” “Manufactured,” or “Manufacturing” means all stages of the manufacture of a Compound, including purchasing, manufacture, processing, compounding, filling, packaging, labeling, testing, sample retention, stability testing, release, storage and delivery, as applicable.
1.57
“Manufacturing Approvals” has the meaning set forth in Section 7.1.2(a).
1.58
“Manufacturing Costs” means [***] in each case ((a) and (b)), calculated in accordance with Gilead’s standard accounting principles.
1.59
“Marketing Approval” means, with respect to any country or jurisdiction, all clearances, approvals, licenses, registrations and authorizations of the applicable Regulatory Authority(ies) necessary for the marketing and sale of a pharmaceutical or biological product (or any combination of such products) in such country or jurisdiction.
1.60
“Model Clauses” means the controller to controller standard data protection clauses set forth in Appendix C.
1.61
“NDA” means a “new drug application” or “biologics license application” as defined in the United States Federal Food, Drug and Cosmetic Act (“FFDCA”), or any equivalent application or submission to Regulatory Authorities in jurisdictions outside the United States.
1.62
“Non-Conformance” means, with respect to any quantity of Compound, any failure of such quantity (a) to conform to the Specifications for such Compound or (b) to have been Manufactured or supplied in compliance with the Specifications for such Compound, all Applicable Law and (in case of the Gilead Compound) the Quality Agreement.
1.63
“Non-Publishing Party” has the meaning set forth in Section 10.2.2(a).
1.64
“Party” and “Parties” each has the meaning set forth in the preamble.
1.65
“Patents” means the rights and interests in and to issued patents and pending patent applications in any country, jurisdiction or region (including inventor’s certificates and utility models), including all provisionals, non-provisionals, substitutions, continuations, continuations-in-part, divisionals, renewals and all patents granted thereon, and all reissues, reexaminations, extensions, confirmations, revalidations, registrations and patents of addition thereof, including patent term extensions and supplementary protection certificates, international patent applications filed under the Patent Cooperation Treaty (PCT) and any foreign equivalents to any of the foregoing.
1.66
“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

7

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.67
“Personal Data” means any information or data relating to an identified or identifiable individual or household, or any other information or data that is otherwise regulated under Data Protection Laws, including any patient-level information collected in the context of a clinical trial, whether or not it has been coded or pseudonymized.
1.68
“Pharmacovigilance Agreement” has the meaning set forth in Section 5.1.
1.69
“Post-Delivery Failure” has the meaning set forth in Section 7.2.2.
1.70
“Post-Study Access” has the meaning set forth in Section 11.3.3.
1.71
“Processing” or “Process” means any operation or set of operations that is performed upon data, whether or not by automatic means, including access, collection, recording, organization, storage, access, adaptation, alteration, use, disclosure, making available, combination, blocking, deleting, erasure, or destruction.
1.72
“Project Know-How” means any Know-How conceived, generated or otherwise developed by or on behalf of a Party or any of its Affiliates, or jointly by or on behalf of Gilead or any of its Affiliates, on the one hand, and Company or any of its Affiliates, on the other hand, in each case, arising from the performance of activities under this Agreement. For clarity, Project Know-How includes all Clinical Data and Sample Analysis Results.
1.73
“Project Patent” means any Patent that has a priority date on or after the Effective Date and claims or covers any invention within the Project Know-How.
1.74
“Protocol” has the meaning set forth in Section 4.1.1(a).
1.75
“Publishing Party” has the meaning set forth in Section 10.2.2.
1.76
“Quality Agreement” has the meaning set forth in Section 7.1.4.
1.77
“Receiving Party” has the meaning set forth in the definition of Confidential Information.
1.78
“Regulatory Approvals” means, with respect to a Compound or the Combination Therapy and a country or jurisdiction, any clearances, approvals, licenses, registrations or authorizations of any Regulatory Authority necessary to develop, Manufacture or commercialize such Compound or Combination Therapy in such country or jurisdiction. For clarity, Regulatory Approvals include Marketing Approvals with respect to a Compound or the Combination Therapy and Manufacturing Approvals.

8

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.79
“Regulatory Authorities” means FDA, EMA and any other agency or authority performing some or all of the functions of FDA or EMA in any jurisdiction.
1.80
“Regulatory Documentation” means any (a) Regulatory Approvals for the Gilead Compound or (b) submissions made to Regulatory Authorities in connection with the development of the Gilead Compound, including any INDs and amendments thereto, CTAs and amendments thereto, NDAs and amendments thereto, and any drug master files, correspondence with Regulatory Authorities, periodic safety update reports, adverse event files, complaint files, inspection reports and manufacturing records, in each case, submitted to Regulatory Authorities in connection with the development of the Gilead Compound.
1.81
“Restricted Purpose” means the purpose of obtaining any Marketing Approval for or otherwise promoting or commercializing the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound), including obtaining any expansion or modification of any Regulatory Authority-approved label for a Party’s Compound to reference the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound).
1.82
“Sample Analysis Plan” has the meaning set forth in Section 4.3.1.
1.83
“Sample Analysis Results” means all data (including raw data) and results generated by or on behalf of a Party or any of its Affiliates, or jointly by or on behalf of Gilead or any of its Affiliates, on the one hand, and Company or any of its Affiliates, on the other hand, arising from the performance of the Sample Analysis Plan.
1.84
“Samples” means any urine, blood, tissue or other biological sample from any patient enrolled (or seeking enrollment) in the Gilead Arm.
1.85
“Senior Executive” means, with respect to either Party, a senior executive of at least executive director level designated by such Party for purposes of Dispute resolution hereunder.
1.86
“Specifications” means (a) with respect to the Gilead Compound, the set of requirements for the Gilead Compound and its Manufacture as set forth in the Quality Agreement, and (b) with respect to the Company Compound, Company’s standard set of requirements for the Company Compound and its Manufacture.
1.87
“Statistical Analysis Plan” has the meaning set forth in Section 4.1.1(b).
1.88
“Study” means the study entitled “An Open Label, Phase 1, Treatment Study to Evaluate the Safety, Pharmacokinetics and Pharmacodynamics of IDE397 (MAT2A Inhibitor) In Adult Participants With Advanced Solid Tumors”.
1.89
“Subcontractor” means any Third Party that a Party uses in performing its obligations under this Agreement.

9

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

1.90
“Supply Schedule” has the meaning set forth in Section 7.1.1(a).
1.91
“Term” has the meaning set forth in Section 11.1.
1.92
“Territory” means the United States, Canada, Australia, the European Union, the United Kingdom, Switzerland, Israel, South Korea, and Taiwan.
1.93
“Third Party” means any Person other than Gilead or Company or their respective Affiliates.
1.94
“Third Party Claim” has the meaning set forth in Section 13.2.1.
1.95
“Third Party Infringement” has the meaning set forth in Section 9.3.3(a).
1.96
“Warranty” has the meaning set forth in Section 7.1.3.
ARTICLE 2

SCOPE OF THIS AGREEMENT
2.1
Purpose. The purpose of the collaboration established by this Agreement is for the Parties to collaborate with respect to the conduct of the Gilead Arm as provided in this Agreement.
2.2
Generally. Each Party shall act in good faith in performing its obligations under this Agreement. Without limiting the foregoing, each Party shall contribute to the Gilead Arm such resources as are necessary to fulfill its obligations set forth in this Agreement.
2.3
Subcontracting. Neither Party shall use any subcontractor in performing its obligations under this Agreement with respect to the Gilead Arm without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed; provided, however, that without such prior written consent, either Party may use any of the following to perform its obligations under this Agreement with respect to the Gilead Arm: (a) such Party’s Affiliates; (b) any Third Party performing clinical trial management services for the Gilead Arm, or any Gilead Arm site; (c) any Third Party already performing services under the Control Arm; (d) any Third Party, to the extent such Third Party is identified in the Protocol, Statistical Analysis Plan or Sample Analysis Plan as performing the applicable activities; and (e) any Third Party, to the extent related to the Manufacture of such Party’s Compound. To the extent a Party uses any Affiliate or Subcontractor in performing its obligations under this Agreement, such Party shall (i) ensure that such Affiliate or Subcontractor is bound to such Party by and complies with obligations regarding use and disclosure of the other Party’s Confidential Information that are substantially similar to those set forth in ARTICLE 8 and (ii) cause such Affiliate or Subcontractor to assign to such Party all right, title and interest (including all intellectual property rights) in and to any Know-How or other work product conceived, generated or otherwise developed by or on behalf of such Affiliate or Subcontractor arising from the performance of activities under this Agreement.

10

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

No Affiliate or Subcontractor arrangement shall relieve a Party of any of its obligations under this Agreement, and each Party shall be responsible and liable to the other Party for the acts and omissions of its Affiliates and Subcontractors in connection with this Agreement as if such acts and omissions were such Party’s own.
2.4
No Exclusivity. Subject to Company’s obligations under Section 4.1.2(b) and each Party’s obligations under ARTICLE 8 and ARTICLE 9, nothing in this Agreement is intended or shall be construed (a) to prohibit or restrict either Party from conducting clinical studies other than the Gilead Arm relating to its Compound (or other compounds or products), either individually or in combination with any other compound or product, in any therapeutic area, or (b) to create any exclusive relationship between the Parties or otherwise prohibit or restrict either Party, directly or indirectly, from developing, commercializing or otherwise pursuing any compound, product, program, technology or process, whether or not similar to or competitive with the Combination Therapy or any other compound, product, program, technology or process.
ARTICLE 3

PROJECT MANAGEMENT
3.1
Joint Steering Committee.
3.1.1
Formation. Promptly after the Effective Date, the Parties shall establish a joint steering committee, which shall be comprised of an equal number of (but not more than three (3)) representatives of each Party (“JSC”). Each representative shall have appropriate technical credentials, experience and knowledge and ongoing familiarity with the Parties’ activities hereunder. Each Party may replace its JSC representatives, in its sole discretion, upon written notice to the other Party.
3.1.2
Scope of Responsibility. The JSC shall serve as a forum for the Parties to (a) coordinate, review, monitor and discuss their activities under this Agreement and progress toward relevant objectives and timelines, (b) propose, review and discuss the Protocol, Statistical Analysis Plan, Sample Analysis Plan, Data Sharing Plan and Supply Schedule and any amendments to any of the foregoing, and (c) informally resolve issues or disagreements between the Parties. The JSC shall not have any decision-making authority.
3.1.3
Meetings. Company shall designate one of its representatives as chair of the JSC. The chair shall have the responsibility to (a) call meetings, (b) prepare and distribute agendas and (c) prepare and distribute minutes. The JSC shall meet on a schedule as agreed by the Parties (but not less frequently than quarterly). Meetings may be conducted in person or by audio or video teleconference.

11

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Each Party may invite employees or consultants of such Party that are not JSC representatives to attend any meeting of the JSC, provided that (i) a Party inviting any such Person (other than its Alliance Manager) to attend any meeting of the JSC shall notify the other Party thereof reasonably in advance of such meeting, (ii) without limiting clause (iii) below, any such Person is subject to obligations of confidentiality and non-use with respect to the other Party’s Confidential Information substantially similar to the obligations of confidentiality and non-use of the such Party under ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (iii) such Party shall be responsible to the other Party for any unauthorized use or disclosure of the other Party’s Confidential Information by any such Person.
3.1.4
Clarification. For clarity, the JSC shall have no authority to amend, waive any rights under or take any actions that would conflict with any provision of this Agreement.
3.2
Alliance Managers. Each Party shall appoint one person who shall serve as the primary point of contact for any issues arising under this Agreement and have such other responsibilities as the Parties may agree (“Alliance Manager”). Each Party’s Alliance Manager may be replaced at any time on written notice to the other Party. The Alliance Managers shall not have decision-making authority.
ARTICLE 4

SPONSOR AND CONDUCT OF THE STUDY
4.1
In General.
4.1.1
Protocol and Statistical Analysis Plan.
(a)
Attached as Appendix A is a synopsis of the protocol for the Gilead Arm. Company shall (i) within [***] days after the Effective Date, provide to Gilead a draft of the full protocol for the Gilead Arm (“Protocol”) and consider in good faith any comments provided by Gilead thereon and (ii) not adopt the Protocol unless and until Gilead has approved the Protocol in writing, such approval not to be unreasonably withheld, conditioned or delayed.
(b)
Company shall (i) reasonably (and in any event not less than [***] days) prior to adopting the statistical analysis plan for the Gilead Arm (“Statistical Analysis Plan”), provide to Gilead a draft thereof and consider in good faith any comments provided by Gilead thereon, and (ii) not adopt the Statistical Analysis Plan unless and until Gilead has approved the Statistical Analysis Plan in writing, such approval not to be unreasonably withheld, conditioned or delayed.
(c)
Company shall have the right to amend the Protocol or the Statistical Analysis Plan (in each case, after its adoption) from time to time; provided, however, that (i) without limiting clause (ii) below, Company shall, reasonably (and in any event not less than [***] Business Days) prior to adopting any such amendment, provide to Gilead a draft of such amendment and consider in good faith any comments thereon provided by Gilead, and (ii) if such amendment is material (i.e., substantive) or otherwise related to the Gilead Compound (whether alone or as part of the Combination Therapy), including any such amendment that (A) relates to, or otherwise would have an adverse impact on, the Gilead Compound (including the dose or dosing regimen thereof), (B) would increase the supply obligations of Gilead under the Agreement, or (C) relates to any patient that receives or would receive the Gilead Compound (whether alone or as part of the Combination Therapy), then such amendment shall not be adopted unless Gilead approves such amendment in writing, such approval not to be unreasonably withheld, conditioned or delayed.

12

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(d)
Gilead may from time to time propose amendments to the Protocol or the Statistical Analysis Plan (in each case, after its adoption), and the Parties shall discuss in good faith any such amendments proposed by Gilead. To the extent any such amendment proposed by Gilead relates solely to the Gilead Compound (including the dose or dosing regimen thereof), the Parties shall adopt in writing such amendment. To the extent any such amendment proposed by Gilead does not relate solely to the Gilead Compound (including the dose or dosing regimen thereof), such amendment shall not be adopted unless Company approves such amendment in writing, such approval not to be unreasonably withheld, conditioned or delayed. Subject to the foregoing, if Company has concerns regarding any such amendment proposed by Gilead, Company may raise such concerns at any meeting of the JSC and, to the extent any such concerns are so raised, Gilead shall consider such concerns in good faith; provided that, if after such good faith consideration, Gilead notifies the Company that Gilead requires that such amendment be adopted, the Company may terminate this Agreement upon [***] days written notice provided to Gilead within [***] days of the notice of such requirement from Gilead.
(e)
Company shall prepare the template patient informed consent form for the Gilead Arm in consultation with Gilead; provided, however, that Gilead shall be solely responsible for, and shall provide Company with, the portion of the template informed consent form that relates to the Gilead Compound. Any proposed changes to the template informed consent form requested by an institutional review board or Gilead Arm site that would alter language relating to the Gilead Compound shall require Gilead’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, (and Company shall provide any such proposed changes to Gilead for its review at least [***] Business Days prior to the date on which Company requests Gilead’s response thereto). Company shall ensure that each informed consent form for the Gilead Arm includes any required consent for use of the applicable patient’s Samples pursuant to the Sample Analysis Plan and authorizes Company to provide to Gilead, and Gilead to use and disclose as permitted hereby, any Clinical Data or Sample Analysis Results relating to the applicable patient.
4.1.2
Sponsorship and Operational Responsibility.
(a)
Company shall act as the sponsor of and have operational responsibility for the Gilead Arm and, except as otherwise provided in this Agreement, shall have control and authority over the conduct of the Gilead Arm.

13

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Without limiting the foregoing, Company shall be responsible for (i) subject to Section 4.2, obtaining and maintaining all necessary Regulatory Approvals (other than Manufacturing Approvals), and all necessary approvals by any institutional review board or ethics committee with jurisdiction over the Gilead Arm, for the conduct of the Gilead Arm, and leading all interactions with Regulatory Authorities and any such institutional review board or ethics committees with respect to the Gilead Arm, and (ii) subject to Sections 2.3 and 4.1.1, the day-to-day operational conduct of the Gilead Arm, including identification of contractors to perform services, disposition of clinical supplies, and selection of Gilead Arm sites. Notwithstanding the foregoing or anything to the contrary in this Agreement, Company shall not engage a Gilead Arm site or otherwise conduct (or permit to be conducted) any Gilead Arm activities in any country outside the Territory unless Company has received prior written approval from Gilead for such Gilead Arm activities to be conducted in such country, such approval not to be unreasonably withheld, conditioned or delayed.
(b)
Company shall ensure that (i) the Gilead Arm is conducted as part of the Study and (ii) the Study does not include any arm (other than the Gilead Arm) in which patients receive or would receive any Trop-2 targeted agent.
4.1.3
Performance. Company shall ensure that (a) without limiting clause (b) below, the Gilead Arm is conducted in all respects in accordance with this Agreement, the Protocol and Statistical Analysis Plan, and all Applicable Law, including GCP, and in compliance with all directions from any Regulatory Authority or institutional review board or ethics committee with jurisdiction over the Gilead Arm and (b) the Study is conducted in all respects in accordance with all Applicable Law, including GCP, and in compliance with all directions from any Regulatory Authority or institutional review board or ethics committee with jurisdiction over the Study.
4.1.4
Records, Data and Reports.
(a)
Company shall maintain Gilead Arm and Control Arm records in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes (in the case of the Gilead Arm) and as otherwise required by Applicable Law, which records shall be complete and accurate and reflect all activities performed and all Clinical Data and Control Arm Data. Without limiting any other obligations of Company under this Agreement, Company shall provide Gilead with access to or copies of any such records as reasonably requested by Gilead from time to time.
(b)
Company shall provide to Gilead all Clinical Data and Control Arm Data in accordance with the data sharing plan attached hereto as Appendix B (“Data Sharing Plan”). For clarity, the Data Sharing Plan may be amended only by mutual written agreement of the Parties.
(c)
Promptly (but in any event no later than [***] days) following database lock for the Gilead Arm or Control Arm, as applicable, Company shall provide to Gilead an unredacted draft of the final study report for the Gilead Arm or Control Arm (for clarity, including all Clinical Data or Control Arm Data), as applicable.

14

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Gilead shall have [***] days after receipt of any such draft to provide comments thereon, and Company shall consider in good faith any such comments provided by Gilead and shall incorporate any such comments provided by Gilead with respect to any statements or conclusions relating solely to the Gilead Compound. In addition, Company shall provide to Gilead an unredacted copy of the final version of the final study report for the Study to the extent relating to the Gilead Arm or the Control Arm (for clarity, including all Clinical Data or Control Arm Data) promptly following finalization thereof.
(d)
Gilead shall have the right to use any Clinical Data within Company Project IP or Control Arm Data provided to Gilead pursuant to this Section 4.1.4 solely for the purpose of Gilead’s internal analysis of the Clinical Data and the Gilead Arm, subject to Gilead’s obligations under ARTICLE 8 (provided, however, that Gilead shall have the right to use any Clinical Data within Company Project IP or Control Arm Data that is publicly available for any purpose).
4.2
Regulatory Matters.
4.2.1
Regulatory Filings. With respect to any filing or other non-routine written communication to be made by Company to any Regulatory Authority that (a) relates to (x) the Gilead Arm or (y) Combination Therapy (other than, under this clause (a)(y), any such filing or other communication relating to the Company Compound (and not the Gilead Compound), the Control Arm, or any other arm(s) of the Study other than the Gilead Arm) or (b) would have an adverse impact on the Gilead Compound, Company shall, in each case ((a) or (b)), (i) reasonably (and in any event not less than (A) in the case of any IND, CTA or similar original submission filing, [***] days, and (B) in the case of other filings or communications (including any IND or Protocol amendment filing), [***] Business Days (or, if less, the longest possible time period consistent with any deadline specified by the applicable Regulatory Authority)) prior to the date Company plans to make such filing or communication, provide to Gilead a draft of such filing or communication for review and comment, (ii) discuss such draft with Gilead as reasonably requested by Gilead and consider in good faith any comments thereon provided by Gilead, (iii) to the extent such filing or communication relates to, or otherwise would have an adverse impact on, the Gilead Compound (whether alone or as part of the Combination Therapy), not proceed with such filing or communication unless and until such filing or communication is approved by Gilead in writing, such approval not to be unreasonably withheld, conditioned or delayed, and (iv) provide to Gilead an as-filed copy of such filing or communication promptly after it is made. Each Party shall provide to the other Party a copy of any written communication received by such Party from any Regulatory Authority relating to the (1) the Gilead Arm or (2) Combination Therapy (other than, under this clause (2), any such communication relating to the Company Compound (and not the Gilead Compound), the Control Arm, or any other arm(s) of the Study other than the Gilead Arm) promptly (and in any event within [***] Business Days or, if such communication relates to any regulatory inspection or alleged improper conduct, [***] Business Day) after receipt thereof. In connection with any filing or other written communication to any Regulatory Authority, Company shall not make any statement or conclusion regarding the Gilead Compound other than as part of the Combination Therapy.

15

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

4.2.2
Meetings. With respect to any scheduled meeting or other substantive non-written communication or interaction with any Regulatory Authority (whether in person or by phone or video conference) that (a) relates to the (x) Gilead Arm or (y) Combination Therapy (other than, under this clause (a)(y), any such meeting or other communication relating to the Company Compound (and not the Gilead Compound), the Control Arm, or any other arm(s) of the Study other than the Gilead Arm) or (b) would have an adverse impact on the Gilead Compound, (i) Company shall notify Gilead of such meeting or other communication or interaction reasonably (and in any event not less than (A) in the case of any in-person meeting, [***] days, and (B) in the case of any other meeting or other communication or interaction, [***] days (or, if less, the longest possible time period consistent with scheduling with the applicable Regulatory Authority)) prior to the date of such meeting or other communication or interaction, and (ii) Gilead shall have the right, but not the obligation, to attend and participate in such meeting or other communication or interaction and to participate in the preparation of any materials relating thereto. Without limiting the foregoing, Company shall provide to Gilead reasonably (and in any event not less than [***] days (or, if less, the longest possible time period consistent with scheduling requirements of the applicable Regulatory Authority)) prior to the date of any such meeting or other communication or interaction a draft of the applicable briefing materials therefor (for clarity, including any briefing materials relating to the Gilead Compound) for Gilead’s review and comment. In connection with any meeting or other non-written communication or interaction with any Regulatory Authority, Company shall not make any statement or conclusion regarding the Gilead Compound other than as part of the Combination Therapy.
4.2.3
Right of Reference. Gilead hereby grants to Company a non-exclusive, non-transferable (except in connection with a permitted assignment, sublicense or subcontract) “right of reference” as defined in 21 C.F.R. 314.3(b), or similar “right of reference” as defined in applicable regulations of jurisdictions outside the United States, with respect to any Regulatory Documentation Controlled by Gilead, solely as necessary for Company to conduct the Gilead Arm in accordance with this Agreement. If needed, Gilead shall provide to Company a right of reference letter or similar communication to the applicable Regulatory Authority to effectuate such right of reference. For clarity, (a) the foregoing sentence is not intended and shall not be construed to grant to Company any right of reference for the Restricted Purpose, and (b) nothing in this Agreement shall grant Company any right to directly access any chemistry, manufacturing and controls data in any Regulatory Documentation.
4.2.4
Financial Disclosure. Company shall, to the extent required under Applicable Law, (a) track and collect financial disclosure information from all “clinical investigators” involved in the Gilead Arm and (b) subject to Section 4.2.1, prepare and submit the certification or disclosure of the same in accordance with all Applicable Law, including 21 C.F.R. Part 54 (Financial Disclosure by Clinical Investigators) and related FDA guidance documents.

16

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Prior to the initiation of clinical activities under the Gilead Arm, but in any event within [***] days after the Effective Date, the Parties shall determine whether Company shall track and collect from all “clinical investigators” involved in the Gilead Arm separate certification or disclosure forms for each of Gilead and Company or one (1) “combined” certification or disclosure form for both Gilead and Company. For purposes of this Section 4.2.4, the term “clinical investigators” shall have the meaning set forth in 21 C.F.R. 54.2(d).
4.3
Sample Analysis.
4.3.1
Sample Analysis Plan. Company shall (i) within [***] days after the Effective Date, provide to Gilead a draft of the plan for the testing and analysis of Samples (“Sample Analysis Plan”) and consider in good faith any comments provided by Gilead thereon and (ii) not adopt the Sample Analysis Plan unless and until Gilead has approved the Sample Analysis Plan, such approval not to be unreasonably withheld, conditioned or delayed. For clarity, the Sample Analysis Plan may be amended only by mutual written agreement of the Parties.
4.3.2
Use of Samples from Patients in the Gilead Arm. Company shall (a) use (or permit the use of) Samples solely for performing its activities under this Agreement and (b) conduct (or permit to be conducted) testing or analysis of Samples solely in accordance with the Sample Analysis Plan. Without limiting the foregoing, Company shall not conduct (or permit to be conducted) testing or analysis of Samples using any assay(s) directed to TROP-2 that are not approved by Gilead in the Sample Analysis Plan for such purpose.
4.3.3
Sample Analysis Results. Company shall provide to Gilead any Sample Analysis Results generated by or on behalf of Company, in a mutually agreed format, on a mutually agreed schedule (but in any event within a reasonable period of time after such Sample Analysis Results are generated).
4.4
Transparency Reporting. To the extent required under Applicable Law, Company shall be solely responsible for reporting payments and other transfers of value, including supply of Compound, made to health care professionals (including investigators, steering committee members, data monitoring committee members, and consultants) in connection with the Gilead Arm in accordance with reporting requirements under Applicable Law, including the federal Open Payments Program and state gift laws, the European Federation of Pharmaceutical Industries and Associations Disclosure Code, and Company’s applicable internal policies. Promptly after the Effective Date, Company shall provide to Gilead, in writing, Company’s point of contact for purposes of receiving information from Gilead pursuant to this Section 4.4 along with such contact’s full name, email address, and telephone number. Where applicable, Gilead shall provide to such Company contact all information regarding the value of the Gilead Compound provided for use in the Gilead Arm required for such reporting.

17

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

4.5
Data Privacy.
4.5.1
Roles of the Parties. To the extent such concept is recognized under Data Protection Laws, each of Gilead and Company are independent data controllers with respect to any Personal Data provided or disclosed by or on behalf of a Party to the other Party under this Agreement (“Covered Personal Data”), except as otherwise agreed in writing by the Parties. Each Party is independently responsible for Processing Personal Data (including any Covered Personal Data) in its possession or control in accordance with Data Protection Laws, and each Party shall comply with all Data Protection Laws and not intentionally take any actions or fail to take any actions that would cause the other Party to be in violation of Data Protection Laws. Company shall provide all notices, obtain all consents and authorizations, and otherwise act in a manner so as to ensure that there is no prohibition or restriction that (a) prohibits or restricts Company from disclosing or transferring data (including Clinical Data, Control Arm Data and Sample Analysis Results) to Gilead as required or contemplated under this Agreement or (b) prohibits or restricts Gilead from Processing such data as required or permitted under this Agreement. Notwithstanding the foregoing, if Company becomes aware of any legal or other circumstances that it believes, acting reasonably, may give rise to such a prohibition or restriction, it shall promptly notify Gilead of the same and take all reasonable steps, at Gilead’s cost and expense, including following Gilead’s reasonable instructions, to ensure that it reasonably minimizes any impact on Gilead or its performance under this Agreement.
4.5.2
Data Processing Commitments.
(a)
The Party that provides or discloses Covered Personal Data (“Data Disclosing Party”) to the other Party (“Data Receiving Party”) represents and warrants that (i) it has all necessary consents, approvals, authorizations and rights to provide or disclose such Covered Personal Data to the Data Receiving Party, and for the Data Receiving Party to Process the Covered Personal Data, for the purposes contemplated under the Agreement; (ii) it shall not provide or disclose any Personal Data to the Data Receiving Party except in accordance with Data Protection Laws; and (iii) its disclosure of Personal Data to the Data Receiving Party, and the Data Receiving Party’s Processing of Personal Data as required or permitted hereby, is in accordance with any notices supplied to, and consents or authorizations obtained from, data subjects.
(b)
Each Party agrees to notify the other Party in writing (i) immediately, if such Party becomes aware of any investigation by or communication from any government authority relating to Personal Data Processed in connection with this Agreement, in which case such Party shall also inform the other Party of all material information relating to the circumstances giving rise to such claims; and (ii) promptly, if such Party receives any inquiry, notice or complaint from any individual relating to Personal Data about that individual.

18

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

4.5.3
International Transfers. The Parties agree to enter any supplemental terms that are or become required under Data Protection Laws, including one or more data transfer agreements that may be required with respect to the international transfer of Covered Personal Data. Without limitation, with respect to any transfer by a Data Disclosing Party of Covered Personal Data from the European Union to any jurisdiction outside the European Economic Area, the Parties shall comply with the Model Clauses to the extent required to ensure that such transfer complies with Data Protection Laws. Upon the request of either Party to enable it to comply with Data Protection Laws, the Parties shall separately execute the Model Clauses. For the avoidance of doubt, the Parties shall comply with both the terms of the Agreement and the terms of the Model Clauses when Processing Covered Personal Data, however, in the event of a conflict between the Agreement and the Model Clauses, the terms of the Model Clauses shall control and govern.
4.5.4
Cooperation of the Parties. Upon request, each Party shall provide to the other Party, at such other Party’s cost and expense, commercially reasonable assistance as is reasonably requested to enable the requesting Party to comply with its obligations under Data Protection Laws. Without limitation, Company shall provide, or shall ensure that Gilead Arm site personnel provide, Gilead with reasonable assistance in addressing data subject rights (e.g., rights to access, correct, delete, and object to Processing of Covered Personal Data), conducting privacy impact assessments at Gilead’s cost and expense, and responding to data subject inquiries, in each case, in accordance with industry practices and Data Protection Laws. With respect to any Personal Data that a Party Processes on behalf of the other Party, the Parties shall enter a supplemental data processing agreement(s), and, with respect to any Processing of Personal Data for which the Parties jointly determine the purposes and means of Processing, the Parties shall enter any further “joint controllership” terms necessary to address the rights and obligations with respect to the Processing of Personal Data for which the Parties are “joint controllers.”
4.6
Information Security. Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards designed to (a) maintain the security and confidentiality of the Clinical Data, Sample Analysis Results and any other Covered Personal Data provided or disclosed hereunder and the systems on which such data is processed; (b) protect against reasonably anticipated threats or hazards to the security or integrity of such data and systems; and (c) protect against unauthorized access to or use of such data and systems. Without limitation, Company shall ensure that the Clinical Data, Control Arm Data, Sample Analysis Results and any other data provided by Company to Gilead are coded or otherwise pseudonymized in accordance with industry standards to protect data subject confidentiality.
ARTICLE 5

PHARMACOVIGILANCE; SAFETY DATA
5.1
Pharmacovigilance Agreement. Prior to the first visit of the first patient in the Gilead Arm, the Parties shall enter into a pharmacovigilance agreement to ensure the exchange of relevant safety data within appropriate timeframes and in appropriate format to enable the Parties to fulfill their regulatory reporting obligations and to facilitate appropriate safety reviews, all in accordance with Applicable Laws (“Pharmacovigilance Agreement”).

19

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

From and after the effective date thereof, each Party shall perform its obligations under the Pharmacovigilance Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Pharmacovigilance Agreement, the terms of the Pharmacovigilance Agreement shall control to the extent related to pharmacovigilance matters, and the terms of this Agreement shall control in all other respects. Without limiting the foregoing, any disagreement regarding pharmacovigilance matters under the Pharmacovigilance Agreement shall be resolved in accordance with the applicable dispute resolution mechanism set forth in the Pharmacovigilance Agreement.
ARTICLE 6

STUDY COSTS; TAXES
6.1
Study Costs. Except as otherwise provided in Section 7.2.1, 7.2.3(b), 7.4 or 7.6, Gilead shall bear any internal or external costs or expenses incurred by Gilead in connection with its supply of the Gilead Compound for use in the Gilead Arm in accordance with this Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall bear all internal and external costs and expenses associated with the conduct of the Study (including the Gilead Arm).
ARTICLE 7

MANUFACTURE AND SUPPLY OF COMPOUND
7.1
In General.
7.1.1
Supply Schedule.
(a)
Within sixty [***] days after the Effective Date, the Parties shall agree upon and adopt in writing a schedule for Gilead to supply, in the aggregate, between [***] of Gilead Compound for use in the Gilead Arm (“Supply Schedule”). After its adoption, the Supply Schedule may be amended only by mutual written agreement of the Parties; provided, however, that if the Protocol is amended in a manner that affects the quantities of Gilead Compound to be supplied or the timing for supplying such quantities, the Parties shall agree upon and adopt in writing corresponding amendments to the Supply Schedule.
(b)
Gilead shall use commercially reasonable efforts to supply the quantities of the Gilead Compound as set forth in the Supply Schedule, on the timelines set forth in the Supply Schedule, for use in the Gilead Arm. Quantities of Gilead Compound supplied by Gilead hereunder shall have a remaining shelf life at the time of Delivery (as defined below) of at least [***]. Company shall use commercially reasonable efforts to supply the quantities of the Company Compound required for the Gilead Arm, on the timelines required for the Gilead Arm, for use in the Gilead Arm.

20

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(c)
For clarity, all Gilead Compound supplied by Gilead hereunder shall be supplied in the form of unlabeled vials.
7.1.2
Manufacturing Approvals; Manufacturing Changes.
(a)
Each Party shall be solely responsible for obtaining all Regulatory Approvals (including facility licenses) that are required to Manufacture and supply its Compound in accordance with this Agreement (such Regulatory Approvals, “Manufacturing Approvals”).
(b)
Each Party may make changes from time to time to the Manufacture of its Compound or its Manufacturing facility, provided that such Party shall, prior to Delivering any Compound affected by such change, make any necessary filings with Regulatory Authorities, and obtain any necessary Manufacturing Approvals, related to such change as required by Applicable Law in order for Compound reflecting such change to be available for use in the Gilead Arm in accordance with this Agreement and the Quality Agreement.
7.1.3
Warranty. Each Party hereby represents and warrants to the other Party that, at the time of Delivery of any quantity of such Party’s Compound hereunder, such quantity (a) will not be adulterated or mislabeled, (b) will conform to the Specifications for such Compound, and (c) will have been Manufactured and supplied in compliance with the Specifications for such Compound, all Applicable Law, including health, safety and environmental protections, GMP and (in case of the Gilead Compound) the Quality Agreement (“Warranty”). Gilead shall be solely responsible for the Manufacture and supply of the Gilead Compound prior to Delivery, all in compliance with the Warranty.
7.1.4
Quality Agreement. Prior to the first supply of Gilead Compound for use in the Gilead Arm, the Parties shall enter into a separate agreement governing quality matters with respect to Gilead Compound supplied for use in the Gilead Arm (the “Quality Agreement”). From and after the effective date thereof, each Party shall perform its obligations under the Quality Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Quality Agreement, the terms of the Quality Agreement shall control to the extent related to quality matters, and the terms of this Agreement shall control in all other respects. Without limiting the foregoing, any disagreement regarding quality matters under the Quality Agreement shall be resolved in accordance with the applicable disagreement resolution mechanism set forth in the Quality Agreement.
7.1.5
Specifications for Company Compound. Prior to the first supply of Company Compound for use in the Gilead Arm, Company shall provide to Gilead a copy of the Specifications for the Company Compound solely for the purpose of Section 7.1.3. Notwithstanding the time period set forth in Section 8.1.1, the information contained in the Specifications shall continue to be subject to the confidentiality and non-use provisions of ARTICLE 8 (for clarity, subject to the provisions of Section 8.1.2 and Section 8.2) for as long as Company maintains such information as confidential.

21

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

7.2
Supply of Gilead Compound.
7.2.1
Delivery. Gilead Compound shall be delivered [***] (provided, however, that in the event of any conflict between [***] as described in Incoterms 2020 and the delivery terms set forth in this Agreement, the delivery terms set forth in this Agreement shall prevail) (such delivery, “Delivery” of Gilead Compound). Title and risk of loss for the Gilead Compound shall transfer from Gilead to Company [***]. [***]. Company shall bear all costs of (a) [***] and (b) [***].
7.2.2
Company Responsibilities. With respect to any quantity of Gilead Compound Delivered hereunder, Company shall (a) take delivery of such quantity, (b) perform any required acceptance procedures allocated to Company under the Quality Agreement, and (c) store, maintain, package and label (as provided in the Quality Agreement) and ship to Gilead Arm sites such quantity, in each case ((a), (b) and (c)), in compliance with the Specifications for the Gilead Compound, Applicable Law and the Quality Agreement. Subject to Section 7.1.3, Company shall be solely responsible for taking all steps necessary to determine that any quantity of Gilead Compound Delivered hereunder is suitable for release before making such quantity available for human use in the Gilead Arm, provided that Gilead shall provide cooperation or assistance as reasonably requested by Company in connection with such determination. For clarity, Company shall be responsible for any failure of any quantity of Gilead Compound Delivered hereunder to meet its applicable Specifications or other requirements, to the extent such failure is caused by acts or omissions of Company or its Affiliates, Subcontractors or agents after Delivery of such quantity (“Post-Delivery Failure”).
7.2.3
Use Restrictions; Lost or Damaged Gilead Compound.
(a)
Company shall use Gilead Compound Delivered hereunder (and ensure that Gilead Compound Delivered hereunder is used) solely (i) for purposes of conducting the Gilead Arm and for no other purpose and (ii) in compliance with GMP, GCP and other Applicable Law, this Agreement, and the Quality Agreement. Without limiting the foregoing, Company shall not reverse engineer or otherwise attempt to derive the composition or structure of the Gilead Compound or analyze the Gilead Compound by any physical, chemical or biochemical means except as necessary to perform its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, to the extent any Know-How conceived, generated or otherwise developed by or on behalf of Company or any of its Affiliates (alone or jointly with others) arises from or as a result of any breach by Company of this Section 7.2.3(a), such Know-How shall be deemed to be Gilead Project Know-How for all purposes under this Agreement.
(b)

22

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

If any quantity of Gilead Compound is lost or damaged after Delivery hereunder, then Gilead shall supply to Company a replacement quantity of Gilead Compound and Company shall reimburse any Manufacturing Costs incurred by Gilead or its Affiliates in connection with such replacement quantity; provided, however, that for any given delivery under the Supply Schedule, Gilead shall not be obligated pursuant to this Section 7.2.3(b) or Section 7.4.2(b) to replace such delivery (or any portion thereof) more than once.
7.2.4
Manufacturing Records. Company shall keep complete and accurate records pertaining to the storage, use and disposition of Gilead Compound Delivered hereunder, including chain of custody forms, in-transport temperature records, records and receipt verification documentation, and such other inventory, transport and storage documentation described in the Quality Agreement or otherwise reasonably requested by Gilead, and shall provide such records to Gilead from time to time as reasonably requested by Gilead for the purpose of verifying Company’s compliance with its obligations under this Agreement.
7.3
Supply of Company Compound. Company shall be solely responsible for the Manufacture and supply of the Company Compound, all in compliance with the Specifications for the Company Compound and Applicable Law, and for taking all steps necessary to determine that Company Compound Delivered hereunder is suitable for release before making such Company Compound available for human use in the Gilead Arm.
7.4
Non-Conformance.
7.4.1
Notification. In the event that either Party becomes aware that any quantity of Compound Delivered hereunder may have a Non-Conformance, such Party shall promptly notify the other Party (in case of Gilead Compound, in accordance with the procedures set forth in the Quality Agreement). The Parties shall appropriately investigate any such potential Non-Conformance (in case of Gilead Compound, in accordance with the Quality Agreement). Any disagreement regarding Non-Conformance with respect to the Gilead Compound shall be resolved in accordance with the applicable disagreement resolution mechanism set forth in the Quality Agreement.
7.4.2
Non-Conforming Gilead Compound.
(a)
If the Parties agree, or it is determined pursuant to the applicable disagreement resolution mechanism set forth in the Quality Agreement, that any quantity of Gilead Compound has a Non-Conformance other than due to any Post-Delivery Failure, then Gilead shall supply a replacement quantity of Gilead Compound at its own cost. Except as otherwise set forth in Sections 7.6, 11.2.1 and 13.2, the obligation to supply such replacement quantity shall be Gilead’s sole and exclusive liability, and Company’s sole and exclusive remedy, for such Non-Conformance.
(b)
If the Parties agree, or it is determined pursuant to the applicable disagreement resolution mechanism set forth in the Quality Agreement, that any quantity of Gilead Compound has a Non-Conformance due to any Post-Delivery Failure, then Gilead shall supply to Company a replacement quantity of Gilead Compound and Company shall reimburse any Manufacturing Costs incurred by Gilead or its Affiliates in connection with such replacement quantity; provided, however, that for any given delivery under the Supply Schedule, Gilead shall not be obligated pursuant to this Section 7.4.2(b) or Section 7.2.3(b) to replace such delivery (or any portion thereof) more than once.

23

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

7.4.3
Non-Conforming Company Compound. If the Parties agree, or it is determined pursuant to the dispute resolution provisions of this Agreement, that any quantity of Company Compound has a Non-Conformance, then Company shall supply a replacement quantity of Company Compound at its own cost. Except as otherwise set forth in Sections 7.6, 11.2.1 and 13.2, the obligation to supply such replacement quantity shall be Company’s sole and exclusive liability, and Gilead’s sole and exclusive remedy, for such Non-Conformance.
7.5
Manufacturing Delay; Shortage.
7.5.1
Manufacturing Delays. Each Party shall notify the other Party as promptly as possible in the event of becoming aware of any Manufacturing delay that is likely to adversely affect supply of its Compound as contemplated by this Agreement.
7.5.2
Shortage. In the event that a Party’s Compound is in short supply and such Party reasonably believes that it will not be able to supply quantities in accordance with the Supply Schedule (in the case of Gilead) or as required for the Gilead Arm (in the case of Company), such Party shall provide prompt written notice to the other Party thereof (including the shipments of its Compound hereunder expected to be impacted and the quantity of its Compound that such Party reasonably determines it will be unable to supply) and the Parties shall promptly discuss such situation, including how the quantity of Compound that such Party is able to supply hereunder will be allocated within the Gilead Arm. In such event, the Party experiencing such shortage shall use commercially reasonable efforts to remedy the situation giving rise to such shortage and to take action to minimize the impact of the shortage on the Gilead Arm. Without limiting the foregoing, if either Party fails to supply any quantity(ies) of its Compound in accordance with the Supply Schedule (in the case of Gilead) or as required for the Gilead Arm (in the case of Company), then notwithstanding anything to the contrary in this Agreement, the other Party shall have the right to curtail proportionally the quantity(ies) of its Compound that it supplies for use in the Gilead Arm.
7.6
Stock Recovery. After determining that any event, incident or circumstance has occurred that may result in the need for a stock recovery of any quantity of Compound Delivered hereunder, each Party shall notify the other Party in accordance with the Quality Agreement (mutatis mutandis, in the case of any such event, incident or circumstances that may result in the need for a stock recovery of any quantity of Company Compound Delivered hereunder). Without limiting the foregoing or Section 7.1.4, with respect to any stock recovery of any Compound Delivered hereunder, each Party shall comply with its applicable obligations under the Quality Agreement (mutatis mutandis, in the case of any stock recovery of any Company Compound Delivered hereunder).

24

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Company shall bear any costs or expenses incurred by either Party or its Affiliates in connection with any stock recovery of any quantity of any Compound Delivered hereunder, except that Gilead shall bear such costs or expenses to the extent such stock recovery relates to the Gilead Compound (other than due to any Post-Delivery Failure).
ARTICLE 8

CONFIDENTIALITY
8.1
Confidential Information.
8.1.1
At all times during the Term and for a period of [***] years following expiration or termination hereof, the Receiving Party shall and shall cause its officers, directors, employees and agents to (a) keep confidential, in a manner consistent with the Receiving Party’s treatment of its own confidential or proprietary information, but in no event using less than reasonable care, (b) not publish or otherwise disclose, directly or indirectly, except as expressly permitted by the terms of this Agreement, and (c) not use, directly or indirectly, for any purpose other than performing its obligations or exercising its rights under this Agreement or any other written agreement between the Parties (or their respective Affiliates) or evaluating potential future collaborations between the Parties (or their respective Affiliates), in each case ((a) through (c)), any Confidential Information of the Disclosing Party.
8.1.2
Notwithstanding the foregoing, the Receiving Party’s obligations under Section 8.1.1 shall not apply with respect to any Confidential Information of the Disclosing Party to the extent it can be established by the Receiving Party that such Confidential Information:
(a)
is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no breach of this Agreement by the Receiving Party;
(b)
was in the Receiving Party’s possession prior to disclosure by or on behalf of the Disclosing Party under or in connection with this Agreement without any obligation of confidentiality with respect to such information;
(c)
is subsequently received by the Receiving Party from a Third Party who is not bound by any obligation of confidentiality with respect to such information; or
(d)
is independently developed by or for the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information;

provided, however, that clauses (b) and (d) above shall not limit (i) Company’s obligations with respect to the Gilead Project IP, (ii) Gilead’s obligations with respect to the Company Project IP or (iii) either Party’s obligations with respect to the Joint Project IP or the existence or terms of this Agreement.

25

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

8.2
Permitted Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is:
8.2.1
made in response to a valid order of a court of competent jurisdiction or other governmental authority of competent jurisdiction or, if in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party (to the extent permitted by Applicable Law) and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or body or, if disclosed, be used only for the purposes for which the order was issued;
8.2.2
reasonably necessary in connection with any submission to or other communication with any Regulatory Authority, institutional review board or ethics committee relating to the Gilead Arm, the Combination Therapy or the Receiving Party’s Compound (other than for the Restricted Purpose); provided, however, that the Receiving Party shall take reasonable measures to assure confidential treatment of such information, to the extent such protection is available;
8.2.3
made pursuant to (a) a public announcement concerning the existence or terms of this Agreement that is made in accordance with Section 8.3 or (b) a publication or public presentation of Clinical Data or Sample Analysis Results that is published or presented in accordance with Section 10.2;
8.2.4
subject to the Disclosing Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, to a patent authority for purposes of filing or prosecuting Project Patents in a manner consistent with Section 9.2;
8.2.5

26

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

to (a) any Affiliate of the Receiving Party or any of its or their employees or contractors, (b) any Gilead Arm sites or investigators, or (c) with the Disclosing Party’s prior written consent (provided, however, that after the first publication of Clinical Data within Joint Project IP in accordance with Section 10.2, such prior written consent shall not be required for disclosure under this clause (c) of Confidential Information of the Disclosing Party consisting of Clinical Data within Joint Project IP (for clarity, even if such Clinical Data was not included in such first publication)), any actual or prospective licensor, licensee or other collaborator of the Receiving Party or any of its Affiliates in connection with the evaluation of or performance under any agreement or potential agreement between the Receiving Party or its applicable Affiliate and such actual or prospective licensor, licensee or other collaborator; provided, however, that in each case ((a), (b) and (c)), (i) without limiting clause (ii) below, such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the obligations of confidentiality and non-use of the Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of such Confidential Information by any such Person; and
8.2.6
to any actual or prospective underwriter, investor, lender, merger partner or acquirer of the Receiving Party, as reasonably necessary in connection with any actual or potential investment, merger or acquisition transaction; provided, however, that (i) without limiting clause (ii) below, such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the obligations of confidentiality and non-use of the Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and (ii) the Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of such Confidential Information by any such Person.
8.3
Public Announcements. Except as otherwise (a) required by Applicable Law or the rules of any stock exchange on which shares of the Party or its Affiliates are listed or proposed to be listed or (b) permitted under Sections 8.1 and 8.2, neither Party shall make any public announcement concerning the existence or terms of this Agreement without the prior written consent of the other Party. Subject to the foregoing, to the extent a Party desires to make such a public announcement, such Party shall provide the other Party with a draft thereof at least [***] Business Days prior to the date on which such Party would like to make the public announcement.
ARTICLE 9

INTELLECTUAL PROPERTY
9.1
Ownership of Project IP.
9.1.1
Company Project IP. As between the Parties, Company shall own all right, title and interest (including all intellectual property rights) in and to the Company Project IP.
9.1.2
Gilead Project IP. As between the Parties, Gilead shall own all right, title and interest (including all intellectual property rights) in and to the Gilead Project IP.
9.1.3
Joint Project IP.

27

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(a)
As between the Parties, each Party shall own an undivided, one-half interest in and to the Joint Project IP.
(b)
Subject to Sections 9.1.3(c) and 10.2 and each Party’s obligations of confidentiality and non-use under ARTICLE 8, each Party shall have the right to freely exploit the Joint Project IP in any manner for any purpose (including granting licenses thereunder) without any consent of or accounting of profits (or other financial obligations) to the other Party (and, to the extent any such consent is required by Applicable Law in any jurisdiction, such consent is hereby granted). For those countries where a specific license is required for a joint owner of the Joint Project IP to exploit such Joint Project IP in such countries, (i) Company hereby grants to Gilead a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under Company’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement; and (ii) Gilead hereby grants to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under Gilead’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement.
(c)
Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed by the Parties in writing, neither Party shall use or permit its Affiliates to use (or grant or permit its Affiliates to grant any Third Party any rights to use) (i) any (A) Clinical Data within the Joint Project IP or (B) Sample Analysis Results, in either case ((A) or (B)), for the Restricted Purpose, or (ii) any Joint Project IP for the purpose of developing or commercializing the other Party’s Compound (or, in case of Company as the using, permitting or granting Party, any Biosimilar) or (except as required for conducting the Gilead Arm in accordance with this Agreement and the Protocol) the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound).
9.1.4
Disclosure of Inventions. Each Party shall promptly disclose to the other Party in writing the conception, generation or other development by or on behalf of such first Party or any of its Affiliates of any invention within the Joint Project Know-How. Gilead shall promptly disclose to Company in writing the conception, generation or other development by or on behalf of Gilead or any of its Affiliates of any invention within the Company Project Know-How. Company shall promptly disclose to Gilead in writing the conception, generation or other development by or on behalf of Company or any of its Affiliates of any invention within the Gilead Project Know-How.
9.1.5
Assignment of Project IP. Each Party (a) shall and does hereby assign (and shall cause its Affiliates and its and their employees and agents to assign) to the other Party, without compensation, such right, title and interest (including all intellectual property rights) in and to any Project Know-How or Project Patent as required to effect the ownership thereof as provided for in this Section 9.1 and (b) at the other Party’s reasonable expense, shall execute such documents and take such other actions reasonably requested by the other Party to protect and enforce the other Party’s rights with respect to any Project Know-How or Project Patent owned by the other Party pursuant to this Section 9.1.

28

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

9.2
Project Patent Prosecution.
9.2.1
Company Project IP. As between the Parties, Company shall have the sole right, but no obligation, using counsel of its own choice, to prepare, file, prosecute and maintain Patents within the Company Project IP worldwide, and to be responsible for any related interference, re-issuance, re-examination, review, opposition proceedings and patent term extensions, in each case, at its sole cost and expense.
9.2.2
Gilead Project IP. As between the Parties, Gilead shall have the sole right, but no obligation, using counsel of its own choice, to prepare, file, prosecute and maintain Patents within the Gilead Project IP worldwide, and to be responsible for any related interference, re-issuance, re-examination, review, opposition proceedings and patent term extensions, in each case, at its sole cost and expense.
9.2.3
Joint Project IP.
(a)
Subject to Section 9.2.3(c), Company shall have the first right to prepare, file, prosecute and maintain Joint Project Patents worldwide and to be responsible for any related interference, re-issuance, re-examination or opposition proceedings and patent term extensions; provided, however, that any external counsel used by Company in connection with such activities shall be mutually agreed by the Parties. With respect to any patent application or other material filing or response to be filed or submitted by or on behalf of Company to any patent authority with respect to any Joint Project Patent, Company shall (i) provide Gilead with a draft of such application or other filing or response sufficiently in advance of (and in any event, with respect to any patent application, not later than [***] days prior to) the planned date of filing or submission so as to give Gilead a reasonable opportunity to review and comment, (ii) discuss such draft with Gilead as reasonably requested by Gilead, (iii) not proceed with such filing or submission unless and until such application or other filing or response is approved by Gilead in writing, and (iv) promptly after such filing or submission is made, provide Gilead with a copy of such application or other filing or response as filed or submitted, together with any information relating thereto reasonably requested by Gilead. The Parties shall equally share the expenses associated with preparing, filing, prosecuting and maintaining any Joint Project Patents under this Section 9.2.3(a).
(b)

29

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Without limiting Section 9.2.3(a), (i) Company shall keep Gilead advised of the status and all material steps with regard to the preparation, filing, prosecution and maintenance of any Joint Project Patent, including by promptly providing Gilead with (A) copies of any material communications to or from any patent authority, including any reporting on any patent filing, office action or response, claim amendment or notice of the grant, lapse, revocation, surrender, invalidation or abandonment of any Joint Project Patent, and (B) copies of any material communications to or from Company’s patent counsel, including any published patentability search reports, with respect to any Joint Project Patent (provided that Company shall not provide Gilead any such information that is legally privileged unless and until procedures reasonably acceptable to the Parties are in place to protect such privilege), (ii) unless otherwise agreed in writing by Gilead, the disclosure and claims of any patent application with respect to any Joint Project Patent filed or submitted by or on behalf of Company shall be limited to the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound), and (iii) Gilead shall have the final say with respect to any characterization of the Gilead Compound made in any patent application or other filing or response with respect to any Joint Project Patent filed or submitted by or on behalf of Company.
(c)
In the event that Gilead wishes to file a patent application for a Joint Project Patent in a particular country or jurisdiction and Company does not want to file such patent application in such country or jurisdiction, then Gilead shall have the right (but not the obligation) to file, prosecute and maintain, and if requested by Gilead Company shall in a timely manner provide to Gilead any other information or assistance reasonably requested by Gilead in connection with Gilead’s filing, prosecution or maintenance of, such patent application in such country or jurisdiction. If Company wishes to discontinue the prosecution and maintenance of a Joint Project Patent in a particular country or jurisdiction, then (i) Company shall provide reasonable prior written notice to Gilead thereof (which notice shall be given not later than [***] days prior to the next deadline for any action that must be taken with respect to such Joint Project Patent in any relevant patent office) and (ii) Gilead shall have the right (but not the obligation) to prosecute and maintain, and if requested by Gilead Company shall in a timely manner provide to Gilead any other information or assistance reasonably requested by Gilead in connection with Gilead’s prosecution or maintenance of, such Joint Project Patent in such country or jurisdiction.
9.3
Project IP Enforcement.
9.3.1
Company Project IP. As between the Parties, Company, at its sole cost and expense and using counsel of its own choice, shall have the sole right, but no obligation, to prosecute infringement or misappropriation of and to defend any alleged or threatened assertion of invalidity or unenforceability with respect to Company Project IP.
9.3.2
Gilead Project IP. As between the Parties, Gilead, at its sole cost and expense and using counsel of its own choice, shall have the sole right, but no obligation, to prosecute infringement or misappropriation of and to defend any alleged or threatened assertion of invalidity or unenforceability with respect to Gilead Project IP.
9.3.3
Joint Project IP.
(a)
Each Party shall promptly notify the other in writing of any actual or threatened infringement or misappropriation by a Third Party of any Joint Project IP (“Third Party Infringement”) of which such Party becomes aware.

30

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(b)
Promptly after any such notice is given, the Parties shall discuss in good faith whether or not to bring an action to seek the removal or prevention of such Third Party Infringement and damages therefor (and, if the Parties will bring such action, which Party will lead as the enforcing Party); provided, however, that neither Party shall bring such an action unless the Parties mutually agree in writing thereto. In connection with any such action, the enforcing Party shall use counsel reasonably acceptable to the non-enforcing Party, and the non-enforcing Party shall be joined as a party plaintiff where necessary and give the enforcing Party reasonable assistance and authority for such action, in each case, at the enforcing Party’s cost and expense (unless otherwise agreed by the Parties).
(c)
In connection with any such action to seek the removal or prevention of any Third Party Infringement, (i) if any Party recovers monetary damages from any Third Party, such recovery shall be allocated first to the reimbursement of any unreimbursed costs and expenses incurred by the Parties in such action pro rata in accordance with the aggregate amounts spent by each Party, and any remaining amounts shall be shared equally by the Parties, unless the Parties agree in writing to a different allocation, and (ii) neither Party shall enter into a settlement or consent judgment or other voluntary final disposition of such action without the consent of the other Party.
9.4
License Grants.
9.4.1
Company License to Gilead. Company hereby grants to Gilead a non-exclusive, worldwide, royalty-free license, with the right to sublicense solely as provided in Section 9.4.3, under any Patent Controlled by Company that claims or covers the Combination Therapy (the “Company Background Patents”) and any Company Project IP, solely for the purposes of (a) conducting the Gilead Arm in accordance with this Agreement and the Protocol, and (b) analyzing samples under the Sample Analysis Plan in accordance therewith. For clarity, Company does not grant Gilead in this Agreement any license under any Company Background Patents or Company Project IP for the Restricted Purpose.
9.4.2
Gilead License to Company. Gilead hereby grants to Company a non-exclusive, worldwide, royalty-free license, with the right to sublicense solely as provided in Section 9.4.3, under any Patent Controlled by Gilead that claims or covers the Combination Therapy (the “Gilead Background Patents”) and any Gilead Project IP, solely for the purposes of (a) conducting the Gilead Arm in accordance with this Agreement and the Protocol, and (b) performing its activities under the Sample Analysis Plan in accordance therewith. For clarity, Gilead does not grant Company in this Agreement any license under any Gilead Background Patents or Gilead Project IP for the Restricted Purpose.
9.4.3
Sublicensing. Each Party shall have the right to grant sublicenses under the license rights granted to such Party in Section 9.4.1 or 9.4.2 solely to such Party’s Affiliates and Subcontractors as necessary to perform such Party’s obligations hereunder.

31

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Any such sublicense shall be granted pursuant to a written agreement that complies with the requirements of Section 2.3.
9.5
No Other Rights. Neither Party grants to the other Party under this Agreement any intellectual property rights or licenses, express or implied, by estoppel or otherwise, other than those rights and licenses expressly granted in this Agreement.
ARTICLE 10

PUBLICATIONS
10.1
Clinical Trial Registry. Company shall register the Gilead Arm with the Clinical Trials Registry located at www.clinicaltrials.gov as well as the EudraCT database (and any other foreign equivalent); provided, however, that the content and wording of any such registration shall be approved by Gilead in writing prior to submission by Company, such approval not to be unreasonably withheld, conditioned or delayed.
10.2
Publications.
10.2.1
Rights to Publish. Company shall have the right to publish or publicly present Clinical Data or Sample Analysis Results (other than Clinical Data within Gilead Project IP) at any time; provided, however, that any such publication or presentation by or on behalf of Company shall be made solely in accordance with the provisions of Section 10.2.2. Gilead shall have the right to publish or publicly present Clinical Data or Sample Analysis Results (other than Clinical Data within Company Project IP) at any time after the earlier of (a) Company’s first publication or public presentation of Clinical Data or Sample Analysis Results and (b) the date that is [***] months after Company first provides to Gilead a draft of the final study report for the Gilead Arm pursuant to Section 4.1.4(c); provided, however, that Gilead shall have the right to publish or publicly present any Clinical Data within Gilead Project IP at any time; and provided, further, that any such publication or presentation by or on behalf of Gilead shall be made solely in accordance with the provisions of Section 10.2.2. Notwithstanding the foregoing, (i) Company shall have the right to disclose or present any Clinical Data or Sample Analysis Results (other than Clinical Data within Gilead Project IP), and (ii) Gilead shall have the right to disclose or present any Clinical Data or Sample Analysis Results (other than Clinical Data within Company Project IP), in each case ((i) and (ii)), at any time in connection with internal meetings of Company or Gilead, as applicable, or otherwise for internal development purposes so long as all persons receiving such Clinical Data or Sample Analysis Results are employees or contractors of Company or Gilead, as applicable, that are subject to obligations of confidentiality and non-use with respect to such Clinical Data or Sample Analysis Results that are substantially similar to the obligations of confidentiality and non-use of Company or Gilead, as applicable, under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances).

32

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

10.2.2
Procedures for Certain Publications. For any publication or presentation of Clinical Data or Sample Analysis Results by or on behalf of a Party (“Publishing Party”), the following terms shall apply:
(a)
At least [***] days prior to submission of any publication, or [***] days prior to submission of any abstract, poster, talk or any other presentation, the Publishing Party shall provide to the other Party (“Non-Publishing Party”) the full text and content of the proposed publication or presentation. Upon written request from the Non-Publishing Party, the Publishing Party shall delay submission for up to an additional [***] days in order to allow for appropriate actions to be taken to preserve patent rights.
(b)
The Publishing Party shall (i) subject to clause (ii) below, give reasonable consideration to any modifications to the publication or presentation proposed by the Non-Publishing Party within the periods mentioned in Section 10.2.2(a), and (ii) implement any modifications to the publication or presentation proposed by the Non-Publishing Party within the periods mentioned in Section 10.2.2(a), to the extent such modifications relate to any statement or conclusion regarding the Non-Publishing Party’s Compound (and, for clarity, shall not submit any publication or presentation containing any statement or conclusion regarding the Non-Publishing Party’s Compound to which the Non-Publishing Party objects within the periods mentioned in Section 10.2.2(a)). The Parties shall work in good faith and in a timely manner to resolve any issue regarding the content for publication or presentation.
(c)
The Publishing Party shall ensure that (i) unless otherwise agreed in writing by Non-Publishing Party, the publication or presentation does not include any Confidential Information of the Non-Publishing Party (other than any Clinical Data or Sample Analysis Results that the Publishing Party has the right to publish or publicly present as provided in Section 10.2.1) and (ii) the publication or presentation conforms to accepted scientific practice and any applicable requirements set forth in the Protocol. In addition, the Publishing Party shall not make (or permit to be made) any publication or presentation of Clinical Data or Sample Analysis Results that could have an adverse impact on the non-Publishing Party’s Compound.
ARTICLE 11

TERM AND TERMINATION
11.1
Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in Section 11.2, shall continue in full force and effect until the later of (a) completion of the patient monitoring period for the Gilead Arm in accordance with the Protocol and (b) Company’s provision to Gilead of the final version of the final study report for the Gilead Arm (the “Term”).
11.2
Termination.
11.2.1
Termination for Material Breach. Either Party may terminate this Agreement effective immediately upon written notice to the other Party, if (a) the other Party materially breaches this Agreement and fails to cure such material breach within [***] days after receiving written notice thereof from the terminating Party or (b) the other Party materially breaches this Agreement and such material breach is incapable of cure.

33

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

11.2.2
Termination for Patient Safety. If either Party has a reasonable good faith belief, based on its review of the Clinical Data or other relevant information, that the Gilead Arm may unreasonably adversely affect patient safety, such Party shall promptly notify the other Party thereof. Upon receipt of such notice, the Parties shall meet promptly to discuss such matter in good faith and consider any potential modifications to the Gilead Arm to address such safety concern. If the Parties are not able to agree upon such modifications within [***] days after receipt of such notice, then either Party may terminate this Agreement effective immediately upon written notice to the other Party. Notwithstanding the foregoing, if either Party, in its reasonable discretion, believes that the Gilead Arm presents a serious and imminent danger to patients, such Party may terminate this Agreement effective immediately upon written notice to the other Party describing such danger (without any obligation for the Parties discuss such matter for any period of time).
11.2.3
Termination for Regulatory Action. In the event that (a) Company fails to obtain or maintain all Regulatory Approvals necessary for the conduct of the Gilead Arm (other than Manufacturing Approvals for the Gilead Compound) or (b) a Regulatory Authority takes any action or makes any recommendation (i) to suspend or terminate the Gilead Arm, (ii) to require the conduct of additional studies with respect to the Combination Therapy (or any Compound) prior to or in connection with the conduct of the Gilead Arm or (iii) that would prevent one of the Parties from supplying its Compound for the Gilead Arm, the Parties shall meet promptly to discuss such matter in good faith and consider potential steps to address such failure, action or recommendation. If the Parties are not able to agree upon such steps within [***] days after commencement of such discussions, then either Party may terminate this Agreement effective immediately upon written notice to the other Party.
11.2.4
Termination for Change of Control. Either Party may terminate this Agreement upon [***] days’ prior written notice to the other Party, if there is a Change of Control of such other Party or such other Party makes a public announcement that it has entered into a definitive agreement providing for a Change of Control of such other Party.
11.2.5
Termination for Bankruptcy. Either Party may terminate this Agreement effective immediately upon written notice to the other Party, if the other Party files in any court or agency, pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for arrangement or for the appointment of a receiver or trustee of the other Party or of its assets, or if the other Party proposes a written agreement of composition of its debts, or if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within [***] days after the filing thereof, or if the other Party proposes or be a party to any dissolution or liquidation, or if the other Party makes an assignment for the benefit of its creditors.

34

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

11.2.6
Termination for Discontinuation of Compound Development or Failure to Materially Supply.
(a)
Either Party may terminate this Agreement upon [***] days’ prior written notice to the other Party, if the terminating Party determines, in its sole discretion, to discontinue all further development or commercialization of its Compound in all territories for all indications.
(b)
Company may terminate this Agreement upon [***] days’ prior written notice to Gilead, if (i) Gilead fails to supply any quantities of the Gilead Compound set forth in the Supply Schedule within [***] days after the applicable delivery date set forth in the Supply Schedule, where such failure results in the inability to materially perform the Gilead Arm, (ii) Company provides Gilead written notice of such failure and resulting inability, and (iii) Gilead fails to supply the applicable quantities within [***] days after receiving such written notice from Company.
11.2.7
Termination for Delayed Initiation of Gilead Arm. Gilead may terminate this Agreement upon [***] days’ prior written notice to Company, if the first visit of the first patient in the Gilead Arm has not occurred by [***].
11.3
Effects of Termination.
11.3.1
Wind-down. In the event of any termination of this Agreement, (a) Company shall be responsible for an orderly wind-down of the Gilead Arm in a manner medically appropriate to safely transition subjects, and (b) each Party shall be solely responsible for its internal and external costs and expenses in connection with such wind-down, except that if this Agreement is terminated pursuant to Section 11.2.1 or 11.2.5 then the non-terminating Party shall reimburse the terminating Party’s internal and external costs and expenses in connection with such wind-down, or by Gilead pursuant to Section 11.2.6(a) or Company pursuant to Section 11.2.6(b), then Gilead shall reimburse the Company’s internal and external costs and expenses in connection with such wind-down.
11.3.2
Return or Destruction of Gilead Compound. Upon any expiration or termination of this Agreement, Company shall, at Company’s sole cost and expense, promptly return to Gilead or destroy, as requested by Gilead in its sole discretion, any unused Gilead Compound in Company’s possession or under Company’s control; provided, however, that if this Agreement is terminated by Company pursuant to Section 11.2.1 or 11.2.5 or by Gilead pursuant to Section 11.2.6(a) or Company pursuant to Section 11.2.6(b), then such return or destruction shall be at Gilead’s cost and expense. If Gilead requests that Company destroy any unused Gilead Compound, then Company shall provide Gilead written certification of such destruction.

35

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

11.3.3
Post-Study Access. Upon any termination of this Agreement, the Parties shall coordinate to provide any post-study access required by a Regulatory Authority or for the orderly wind-down of the Gilead Arm in a manner medically appropriate to safely transition subjects (“Post-Study Access”) in accordance with the Protocol, which Post-Study Access shall be provided in accordance with all applicable terms of this Agreement as provided in Section 11.3.4.
11.3.4
Survival. Upon any expiration or termination of this Agreement:
(a)
the provisions of Sections 2.3, 3.2, 9.4, 12.1.5 and 12.2 (and Schedule 12.2) and ARTICLE 4, ARTICLE 6 and ARTICLE 7 shall continue to apply (and shall survive as necessary to continue to apply) to any wind-down or other post-expiration or post-termination Gilead Arm-related activities conducted in accordance with this Agreement or any quantities of Compound supplied under this Agreement prior to such expiration or termination or in connection with such wind-down or other post-expiration or post-termination Gilead Arm-related activities; provided, however, that except as provided in Section 11.3.3, neither Party shall have any obligation to supply or use any efforts to supply any additional quantities of its Compound after such expiration or termination; and
(b)
without limiting clause (a) above, Sections 2.3 (last sentence), 2.4, 4.1.4, 4.2.4, 4.3, 4.4, 4.5, 4.6, 5.1 (last three sentences, for so long as the applicable provisions of the Pharmacovigilance Agreement remain in effect), 7.2.3(a) (subject to Section 11.3.2), 11.3 and 12.3, ARTICLE 6 (to the extent relating to any costs or payments incurred or made prior to termination or in connection with any wind-down or other post-expiration or post-termination Gilead Arm-related activities conducted in accordance with this Agreement), ARTICLE 8, ARTICLE 9 (excluding Section 9.4, except as provided in clause (a) above), ARTICLE 10, ARTICLE 13 and ARTICLE 14, any applicable definitions of any capitalized terms and any other provision of this Agreement that by its terms or operation is intended by the Parties to survive expiration or termination of this Agreement, in each case, shall survive such expiration or termination and remain in effect for the survival period provided for therein (or, if no survival period is provided for therein, indefinitely).
11.3.5
No Prejudice. Expiration or termination of this Agreement shall be without prejudice to any claim or right of action of either Party against the other Party for any prior breach of this Agreement.
11.3.6
Return of Confidential Information. Subject to Section 11.3.2, upon any expiration or termination of this Agreement, if requested by a Party in writing, the non-requesting Party shall either, at the non-requesting Party’s option: (a) promptly destroy all copies of the requesting Party’s Confidential Information in the possession or under the control of the non-requesting Party and confirm such destruction in writing to the requesting Party or (b) promptly deliver to the requesting Party, at the requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or under the control of the non-requesting Party.

36

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (i) such Confidential Information to the extent reasonably necessary for purposes of exercising any surviving rights or performing any surviving obligations hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (ii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures; provided, for clarity, that all retained Confidential Information shall continue to be subject to the provisions of Sections 8.1 and 8.2 for the period set forth in Section 8.1.1.
ARTICLE 12

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
12.1
Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the Effective Date, and covenants to the other Party, that:
12.1.1
it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement;
12.1.2
its execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate such Party’s charter documents, bylaws, or other organizational documents or any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party;
12.1.3
this Agreement is a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity);
12.1.4
it is not under any obligation, contractual or otherwise, to any Person that conflicts with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; and
12.1.5
(a) neither such Party nor any of its Affiliates has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or any similar provision of other Applicable Law, and neither such Party nor any of its Affiliates will use in any capacity, in connection with the performance of activities under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or any similar provision of other Applicable Law, or who is the subject of a conviction described in such section or any similar provision of other Applicable Law; and (b) such Party shall inform the other Party in writing promptly if it or any of its Affiliates or any Person who is performing any of such Party’s activities under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA or any similar provision of other Applicable Law, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such Party’s knowledge, is threatened, relating to the debarment or conviction under Section 306 of the FFDCA or any similar provision of other Applicable Law of such Party or any of its Affiliates or any Person who is performing any of such Party’s activities under this Agreement.

37

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

12.2
Anti-Corruption. Each Party makes the representations, warranties and covenants, and shall comply with its obligations, set forth in Schedule 12.2.
12.3
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY (AND EACH PARTY EXPRESSLY DISCLAIMS ALL) WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ITS COMPOUND.
ARTICLE 13

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY
13.1
Insurance. Each Party shall maintain a policy or program of insurance or self-insurance in compliance with Applicable Law and at levels sufficient to support the indemnification obligations assumed in this Agreement. Upon request, a Party shall provide evidence of such insurance to the other Party.
13.2
Indemnification.
13.2.1
Indemnification by Company. Company shall defend, indemnify and hold harmless Gilead, its Affiliates, and its and their employees, directors and agents from and against any liabilities, losses, damages, costs or expenses (including reasonable attorneys’ fees and expenses) (“Liabilities”) incurred by them in connection with any claim, proceeding or investigation by a Third Party (“Third Party Claim”) arising out of this Agreement or the Study, except to the extent such Liabilities were (a) directly caused by (i) negligence or willful misconduct on the part of Gilead (or any of its Affiliates, or its and their employees, directors or agents), (ii) Gilead’s breach of this Agreement, (iii) a violation of Applicable Law by Gilead, or (iv) any personal injury or death to any patient in the Gilead Arm to the extent resulting from the administration of the Gilead Compound to such patient in the Gilead Arm in accordance with the Protocol and (b) not caused by (i) negligence or willful misconduct on the part of Company (or any of its Affiliates, or its or their employees, directors or agents), (ii) Company’s breach of this Agreement, (iii) any violation of Applicable Law by Company, (iv) any personal injury or death to any patient in the Study to the extent resulting from the administration of the Company Compound (or any other compound other than the Gilead Compound) to such patient in the Study or (v) any Post-Delivery Failure.

38

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

13.2.2
Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless Company, its Affiliates, and its and their employees, directors and agents from and against any Liabilities incurred by them in connection with any Third Party Claim to the extent such Liabilities were (a) directly caused by (i) negligence or willful misconduct on the part of Gilead (or any of its Affiliates, or its and their employees, directors or agents), (ii) Gilead’s breach of this Agreement, (iii) a violation of Applicable Law by Gilead, or (iv) any personal injury or death to any patient in the Gilead Arm to the extent resulting from the administration of the Gilead Compound to such patient in the Gilead Arm in accordance with the Protocol and (b) not caused by (i) negligence or willful misconduct on the part of Company (or any of its Affiliates, or its or their employees, directors or agents), (ii) Company’s breach of this Agreement, (iii) any violation of Applicable Law by Company, (iv) any personal injury or death to any patient in the Study to the extent resulting from the administration of the Company Compound (or any other compound other than the Gilead Compound) to such patient in the Study or (v) any Post-Delivery Failure.
13.2.3
Procedure. The Party claiming indemnity under this Section 13.2 (the “Indemnified Party”) shall give written notice to the other Party (the “Indemnifying Party”) promptly after learning of the applicable Third Party Claim. The Indemnifying Party’s obligation to defend, indemnify, and hold harmless under this Section 13.2 shall be reduced to the extent the Indemnified Party’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of the applicable Third Party Claim by giving written notice to the Indemnified Party within [***] days after receipt of the notice thereof. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense. The Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. The Indemnified Party shall not settle any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnified Party reserves any right it may have under this Section 13.2 to obtain indemnification from the Indemnifying Party.
13.3
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.2, (B) A PARTY’S LIABILITY FOR BREACH OF ANY OF ITS OBLIGATIONS UNDER ARTICLE 8 OR ARTICLE 9, OR (C) COMPANY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4.1.2(B) OR 7.2.3(A)(I).

39

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

ARTICLE 14

MISCELLANEOUS
14.1
Use of Names.
14.1.1
In General. Except as otherwise required by Applicable Law or the rules of any stock exchange on which shares of the Party or its Affiliates are listed or proposed to be listed, neither Party shall have any right (express or implied) hereunder to use in any manner the name or other designation of the other Party or any other trade name, trademark or logo of the other Party in any publicity, promotion, press release or similar public announcement, without the other Party’s prior written consent; provided, however, that this Section 14.1.1 is not intended and shall not be construed to restrict either Party from making any disclosure identifying the other Party to the extent reasonably required to exercise its other rights or perform its other obligations under this Agreement.
14.1.2
Use in Scientific Publications. Consistent with applicable copyright and other laws, each Party may use, refer to and disseminate reprints of scientific, medical and other published articles and materials from journals, conferences or symposia relating to the Study that use or disclose the name of the other Party; provided, however, that such use and disclosure does not constitute an endorsement of any commercial product or service by the other Party.
14.2
Force Majeure. Each Party shall be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by Force Majeure and such Party promptly provides written notice of the Force Majeure to the other Party. Such excuse shall continue for so long, but only for so long, as the condition constituting a Force Majeure continues, and the affected Party shall use reasonable efforts to resume performance as soon as possible. “Force Majeure” means a condition, the occurrence and continuation of which is beyond the reasonable control of the affected Party and consists of an act of God, governmental acts or restrictions, war, civil commotion, labor strike or lock-out, pandemic, flood, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe.
14.3
Governing Law; Dispute Resolution.
14.3.1
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of law principles that would require the application of the law of a jurisdiction outside the State of New York.

40

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Subject to Section 14.3.2, any dispute, claim or controversy arising out of or related to this Agreement shall be brought exclusively before the U.S. District Court for the Southern District of New York and each Party hereby irrevocably consents to the jurisdiction and venue of such court.
14.3.2
Dispute Resolution. Any dispute arising out of or related to this Agreement, including any dispute regarding the validity, termination, performance or breach hereof, but excluding (a) any disagreement regarding any Non-Conformance or other quality matter with respect to Gilead Compound under the Quality Agreement (which, for clarity, shall be governed by the applicable disagreement resolution mechanism set forth in the Quality Agreement) or (b) any dispute regarding any pharmacovigilance matter under the Pharmacovigilance Agreement (which, for clarity, shall be governed by the applicable dispute resolution mechanism set forth in the Pharmacovigilance Agreement) (“Dispute”), shall be resolved, if possible, through good faith negotiations between the Parties. If the Parties are unable to resolve any Dispute within [***] days after the first discussions relating thereto, then such Dispute shall be referred to the Senior Executives, who shall in good faith attempt to resolve such Dispute. Any resolution agreed in writing by the Senior Executives shall be final and binding on the Parties. Any negotiations pursuant to this Section 14.3.2 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Senior Executives cannot resolve such Dispute within [***] days after referral to them, then either Party shall have the right to pursue any and all remedies available at law or equity, consistent with Section 14.3.1. Notwithstanding any other provision of this Agreement, the Parties shall be entitled to seek equitable relief, including injunction or specific performance, as a remedy for any breach or threatened breach of this Agreement, in the U.S. District Court for the Southern District of New York without first having complied with the procedures set forth in this Section 14.3.2. Such remedies shall not be deemed to be the exclusive remedies for a breach (or threatened breach) of this Agreement but shall be in addition to all other remedies available at law or equity.
14.4
Equitable Remedies. Notwithstanding anything to the contrary in this Agreement, a Party may seek an injunction or other injunctive relief from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis. If either Party (a) breaches any of its obligations under ARTICLE 8 or ARTICLE 9 or (b) otherwise materially breaches this Agreement and such material breach could cause immediate harm to the non-breaching Party, the non-breaching Party shall be entitled to seek preliminary and permanent injunctive relief or other equitable relief, without the necessity of proving irreparable injury or actual damages or waiting for the conclusion of dispute resolution procedures under Section 14.3.2 or otherwise and without the necessity of posting a bond.
14.5
Notices. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally or sent by electronic transmission (with confirmation of transmission) or internationally-recognized overnight courier addressed as follows:

41

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

If to Company, to:

IDEAYA Biosciences, Inc.

5000 Shoreline Ct., Suite 300

South San Francisco, CA 94080

Attention: Legal Department

Email: legal@ideayabio.com

 

If to Gilead, to:

Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, CA 94404

Attention: Alliance Management

Email: alliancemgt@gilead.com

 

With a copy to:

 

Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, CA 94404

Attention: General Counsel

Email: generalcounsel@gilead.com

 

14.6
Entire Agreement; Modification. This Agreement, together with the Pharmacovigilance Agreement and the Quality Agreement, constitutes the sole, full and complete agreement by and between the Parties with respect to the subject matter hereof and thereof, and, with the exception of the 2023 Agreement together with the Pharmacovigilance Agreement and Quality Agreement associated with it, which, for clarity, shall each remain in full force and effect in accordance with their respective terms, all prior agreements, understandings, promises and representations, whether written or oral, with respect to such subject matter are superseded by this Agreement. Subject to Section 4.1.1 regarding amendments to the Protocol or Statistical Analysis Plan, no amendment or modification to this Agreement shall be effective unless in writing and signed by the Parties.
14.7
Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision. In lieu of the illegal, invalid or unenforceable provision, the Parties shall negotiate in good faith to agree upon a reasonable provision that is legal, valid and enforceable to carry out as nearly as practicable the original intention of the entire Agreement.

42

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

14.8
Assignment. Subject to Section 2.3, neither Party shall assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that without such consent, either Party may assign this Agreement, together with all of its rights and obligations hereunder, to (a) any Affiliate of such Party or (b) to any acquirer of such Party or all or substantially all of the business or assets of such Party to which this Agreement relates (whether by merger, consolidation, sale of stock, sale of assets or otherwise), provided that such Affiliate or acquirer agrees in writing for the benefit of the non-assigning Party to be bound by all of the assigning Party’s obligations under this Agreement. Any assignment in violation of this Section 14.8 shall be null and void.
14.9
No Additional Obligations. Gilead and Company have no obligation to renew this Agreement or apply this Agreement to any clinical trial other than the Gilead Arm. Except as expressly contemplated in this Agreement with respect to the Pharmacovigilance Agreement and the Quality Agreement, neither Party is under any obligation to enter into any other agreement with the other Party at this time or in the future.
14.10
Relationship of the Parties. The relationship between the Parties is and shall be that of independent contractors and does not and shall not constitute a partnership, joint venture, agency or fiduciary relationship. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or take any actions, which are binding on the other Party, except with the prior written consent of the other Party to do so. All Persons employed by a Party shall be the employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.
14.11
Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other failure or breach by such other Party whether of a similar nature or otherwise. Except as otherwise expressly provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available.
14.12
Counterparts and Due Execution. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. This Agreement may be executed by electronic (e.g., .pdf) signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures.
14.13
Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, and the word “or” is used in the inclusive sense (and/or).

43

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Whenever this Agreement refers to a number of days, such number, unless otherwise specified, refers to calendar days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation” or like expression. The term “will” as used in this Agreement means shall. References to “Article,” “Section”, “Appendix” or “Schedule” are references to the numbered sections of this Agreement and the appendices and schedules attached to this Agreement, unless expressly stated otherwise. Except where the context otherwise requires, references to this “Agreement” shall include the appendices attached to this Agreement and references to any other agreement, instrument or document refer to such agreement, instrument or document as originally executed or, if subsequently amended or supplemented, as so amended or supplemented and in effect at the relevant time of reference thereto. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party.

 

[Remainder of page intentionally left blank.]

44

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


Exhibit 10.4

Execution Copy

IN WITNESS WHEREOF, the respective representatives of the Parties have executed this Agreement as of the Effective Date.

 

GILEAD SCIENCES, INC.

 

 

 

By:___ /s/ Hiro Koizumi________________

Name: Hiro Koizumi

Title: Vice President, Alliance Management

IDEAYA BIOSCIENCES, INC.

 

 

 

By:___ /s/ Doug Snyder________________

Name: Doug Snyder

Title: General Counsel

 

 

[Signature Page to Clinical Study Collaboration and Supply Agreement]

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.


 

Appendix A

 

PROTOCOL SYNOPSIS

 

[***]

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

 

 

|


 

Appendix B

 

CLINICAL DATA SHARING PLAN

 

[***]

 

 

1

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Appendix C

 

MODEL CLAUSES

 

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8.5 (e) and Clause 8.9(b);

(iii) N/A

(iv) Clause 12(a) and (d);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

(i) where it has obtained the data subject’s prior consent;

(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

8.2 Transparency

(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

(i) of its identity and contact details;

(ii) of the categories of personal data processed;

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(iii) of the right to obtain a copy of these Clauses; (iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

8.5 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’).

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.

(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

8.6 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7 Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.8 Processing under the authority of the data importer

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9 Documentation and compliance

(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(b) The data importer shall make such documentation available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

(b) In particular, upon request by the data subject the data importer shall, free of charge:

(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

(ii) rectify inaccurate or incomplete data concerning the data subject;

(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision

(a)
[Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

 

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

ANNEX I

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

 

Name: ___________________________________________

Address: _________________________________________

Contact person’s name, position and contact details: _________________________

___________________________________________________________________

Activities relevant to the data transferred under these Clauses:

___________________________________________________________________

___________________________________________________________________

Signature and date: ___________________________________________________

Role (controller/processor):

2. …

 

 

 

 

 

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

 

Name: ___________________________________________

Address: _________________________________________

Contact person’s name, position and contact details: _________________________

___________________________________________________________________

Activities relevant to the data transferred under these Clauses:

___________________________________________________________________

___________________________________________________________________

Signature and date: ___________________________________________________

Role (controller/processor):

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

2. …

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred [ ]

Categories of personal data transferred [ ]

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) [ ]

 

Nature of the processing [ ]

Purpose(s) of the data transfer and further processing [ ]

 

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period [ ]

 

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing [ ]

 

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

[Examples of possible measures:

Measures of pseudonymisation and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing

Measures for user identification and authorisation

Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimisation

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Measures for allowing data portability and ensuring erasure]

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter Schedule 12.2 ANTI-CORRUPTION COMPLIANCE REQUIREMENTS 1.

 

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

Each Party represents and warrants to the other Party, as of the Effective Date, and covenants to the other Party, that, in connection with this Agreement: A. it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, and any other Applicable Laws relating to or concerning public or commercial bribery or corruption (collectively, “Anti-Bribery and Anti-Corruption Laws”), and will not take any action that will cause the other Party or its Affiliates to be in violation of any Anti-Bribery and Anti-Corruption Laws; B. neither such Party nor any of its managers, officers, directors, employees, representatives, affiliates, sub-contractors, or other agents will, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of any financial or other advantage or anything else of value to: (i) any official or employee of any government, or any department, agency, or instrumentality thereof, any political party or official thereof, any candidate for political office, any official or employee of any public international organization, any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, party, or public international organization, or any health care professional, in each case for the purpose of (a) improperly influencing or rewarding any act or decision of such official, employee, person, party, candidate, or health care professional, (b) inducing such official, employee, person, party, candidate, or health care professional to do or omit to do any act in violation of the lawful duty of such official, employee, person, counterparty, candidate, or health care professional, (c) securing any improper advantage, or (d) improperly inducing such official, employee, person, party, candidate, or healthcare professional to use its or his or her influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality; or(ii) any officer, employee, agent, or representative of another company or organization, without that company’s or organization’s knowledge and consent, with the intent to influence the recipient’s action with respect to such company’s or organization’s business, or to gain a commercial benefit to the detriment of such company or

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


 

organization, or to induce the recipient to violate a duty of loyalty to his employer;
C.
it has adopted appropriate anti-corruption policies (“Anti-Corruption Policies”) and has trained or will train its employees involved in the performance of its obligations under this Agreement to comply with such Anti-Corruption Policies and applicable Anti-Bribery and Anti-Corruption Laws; and
D.
it will require any subcontractors or other persons or entities that interact with government officials or health care professionals on behalf of such Party in connection with this Agreement to agree to and abide by the representations, warranties and covenants in this Schedule 12.2.
2.
In the event that either Party has a good faith reason to believe that the other Party may be in material breach or violation of any representation, warranty or covenant in this Schedule 12.2, such other Party shall cooperate fully in connection with any inquiry or investigation by such Party of any allegation, event, fact or occurrence which calls into question such other Party’s compliance with any representation, warranty, or covenant in this Schedule 12.2. If requested by such Party, such other Party shall promptly furnish such records and information, and provide access to such of its employees, contractors, consultants and other agents, as may be reasonably requested by such Party in connection with any such inquiry or investigation.
3.
Each Party shall promptly notify the other Party promptly after becoming aware of (a) the occurrence of any fact or event that would reasonably be believed to render any representation, warranty or covenant of such Party in this Schedule 12.2 incorrect or misleading or (b) any notice, subpoena, demand or other communication (whether oral or written) from or investigation, audit, suit or proceeding (whether civil, criminal or administrative) by any governmental authority regarding such Party’s actual, alleged, possible or potential violation of, or failure to comply with, any laws, rules or regulations governing bribery, money laundering, or other corrupt payments in connection with its activities under this Agreement.

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

|


EX-19.1 6 idya-ex19_1.htm EX-19.1 EX-19.1

Exhibit 19.1

 

IDEAYA BIOSCIENCES, INC. INSIDER TRADING COMPLIANCE POLICY

 

(Adopted: April 4, 2019)

(Effective as of: May 28, 2019)

(Amended as of: April 30, 2025)

 

This Insider Trading Compliance Policy (this “Policy”) of IDEAYA Biosciences, Inc. (the “Company”) consists of seven sections:

Section I provides an overview;
Section II sets forth the Company’s policies prohibiting insider trading;
Section III explains insider trading;
Section IV consists of procedures that have been put in place by the Company to prevent insider trading;
Section V sets forth additional transactions that are prohibited by this Policy;
Section VI explains Rule 10b5-1 trading plans and provides information about Section 16 and Rule 144; and
Section VII refers to the execution and return of a compliance certificate.
I.SUMMARY

Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with the Company. “Insider trading” occurs when any person purchases or sells a security (e.g., stock) while in possession of “inside information” relating to the security. As explained in Section III below, “inside information” is information that is both “material” and “non-public.” Insider trading violates several laws, including civil and criminal laws. The penalties for violating insider trading laws include imprisonment, disgorgement of profits, civil fines, and criminal fines of up to $5 million for individuals and $25 million for corporations. Insider trading is also prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including removal or dismissal for cause.

This Policy applies to all officers, directors, employees and consultants of the Company and extends to all activities within and outside an individual’s duties at the Company. Individuals subject to this Policy are responsible for ensuring that their immediate family members (e.g., spouses, children, stepchildren, parents, grandparents, stepparents, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law) and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to this Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account.

1

 

 

 

 


Exhibit 19.1

 

Notwithstanding the foregoing, this Policy, including, without limitation, the pre-clearance policy, blackout periods and prohibited transactions, does not apply to venture capital entities or other institutional investors, and the related transactions in the Company’s equity securities by such entities, that may be affiliated with a director of the Company or for Company equity securities that a director may be deemed to have beneficial ownership of by virtue of such affiliation. This Policy extends to all activities within and outside an individual’s Company duties. Every officer, director, employee and consultant must review this Policy Questions regarding the Policy should be directed to the Company’s General Counsel (the “Compliance Officer”). II.STATEMENT OF POLICIES PROHIBITING INSIDER TRADING No officer, director, employee or consultant, or any immediate family member or any member of the household of any such person, shall purchase or sell any type of security while in possession of material, non-public information relating to the security, whether the issuer of such security is the Company or any other company. In addition, no officer, director, employee or consultant, or any immediate family member or any member of the household of any such person, shall purchase, sell, gift or otherwise transfer any security of any other company, while in possession of material nonpublic information about the other company obtained in connection with their employment by or service to the Company. Furthermore, no officer, director or employee, or any consultant listed under “Applicable Consultants” on Schedule I, or any immediate family member or any member of the household of any such person, shall purchase or sell any security of the Company during the period beginning at market close on the last trading day of any fiscal quarter of the Company and ending at market close on the second full trading day following the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company, whether or not the Company or any of its officers, directors or employees, or any applicable consultants, is in possession of material, non-public information. Additionally, from time to time, the Company may impose a blackout period in connection with non-routine events outside of the financial reporting cycle. These events may include consideration of major strategic transactions (e.g., acquisitions, dispositions, joint ventures), product developments, interim earnings or sales releases, significant legal proceedings and other circumstances that potentially implicate material non-public information. These prohibitions do not apply to: • purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company, or the surrender to or withholding by the Company of the Company’s securities (e.g., to cover withholding obligations upon the vesting or settlement of equity-based awards); • exercises of stock options or other equity awards or vesting of equity-based awards that do not involve a market sale of the Company’s securities (note that

2

 

 

 

 


Exhibit 19.1

 

the “cashless exercise” of a Company stock option does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
bona fide gifts of the Company’s securities; or
purchases or sales of the Company’s securities made pursuant to any binding contract, specific instruction or written plan entered into while the purchaser or seller, as applicable, was unaware of any material, non-public information and which contract, instruction or plan (i) meets all requirements of the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), (ii) was pre-cleared in advance pursuant to this Policy and (iii) has not been amended or modified in any respect after such initial pre-clearance without such amendment or modification being pre-cleared in advance pursuant to this Policy. For more information about Rule 10b5-1 trading plans, see Section VI below.

For the purposes of this Policy, a “trading day” is a day on which national stock exchanges are open for trading.

No officer, director, employee or consultant shall directly or indirectly communicate (or “tip”) material, non-public information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis.

III.EXPLANATION OF INSIDER TRADING

“Insider trading” refers to the purchase or sale of a security by someone who is in possession of “material,” “non-public” information relating to the security.

“Insider” refers to employees, officers, directors and consultants of the Company and anyone else within the Company who has material, non-public information about the Company.

“Securities” includes stocks, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments.

“Purchase” and “sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls or other derivative securities.

It is generally understood that insider trading includes the following:

trading by insiders while in possession of material, non-public information;
trading by persons other than insiders while in possession of material, non-public information, if the information either was given in breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; and • communicating or tipping material, non-public information to others, including recommending the purchase or sale of a security while in possession of such information.

3

 

 

 

 


Exhibit 19.1

 

A. What Facts are Material? The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security, or if the fact is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity. Examples of material information include (but are not limited to) information about the results of clinical trials; communications sent to or received from the U.S. Food and Drug Administration; dividends; corporate earnings or earnings forecasts; mergers, acquisitions, tender offers or dispositions; major new products or product developments; important business developments such as major contract awards or cancellations; management or control changes; significant borrowing or financing developments including pending public sales or offerings of debt or equity securities; defaults on borrowings; bankruptcies; and significant litigation or regulatory actions. Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material. A good general rule of thumb: When in doubt, do not trade. B. What is Non-public? Information is “non-public” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Business Wire, Reuters, The Wall Street Journal, Associated Press, or United Press International, a broadcast on widely available radio or television programs, publication in a widely available newspaper, magazine or news website, a Regulation FD-compliant conference call, or public disclosure documents filed with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed to be public. C. Who is an Insider? “Insiders” include officers, directors, employees and consultants of a company and anyone else within the Company who has material, non-public information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material, non-public information relating to the company’s securities. All officers, directors, employees and consultants of the Company should consider themselves insiders with respect to material, non-public information about the Company’s business, activities and securities. Officers, directors, employees and consultants may not trade in the Company’s securities while

4

 

 

 

 


Exhibit 19.1

 

in possession of material, non-public information relating to the Company, nor may they tip such information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis.

Individuals subject to this Policy are responsible for ensuring that their immediate family members and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account.

D. Trading by Persons Other than Insiders

Insiders may be liable for communicating or tipping material, non-public information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material, non-public information tipped to them or individuals who trade on material, non-public information that has been misappropriated.

Tippees inherit an insider’s duties and are liable for trading on material, non-public information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material, non-public information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.

E. Penalties for Engaging in Insider Trading

Penalties for trading on or tipping material, non-public information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs (e.g., the Company’s stockholders) under the federal securities laws include:

SEC administrative sanctions;
securities industry self-regulatory organization sanctions;
civil injunctions;
damage awards to private plaintiffs;
disgorgement of all profits;
civil fines for the violator of up to three times the amount of profit gained or loss avoided;
civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,425,000 or three times the amount of profit gained or loss avoided by the violator; • criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and • jail sentences of up to 20 years.

5

 

 

 

 


Exhibit 19.1

 

In addition, insider trading could result in serious sanctions by the Company, including dismissal. Insider trading violations are not limited to violations of the federal securities laws. Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO), also may be violated in connection with insider trading. F. Size of Transaction and Reason for Transaction Do Not Matter The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers and dealers are required by law to inform the SEC of any possible violations by people who may have material, non-public information. The SEC aggressively investigates even small insider trading violations. G. Examples of Insider Trading Examples of insider trading cases include actions brought against corporate officers, directors, employees and consultants who traded in a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members and other tippees of such officers, directors, employees and consultants who traded in the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers. The following are illustrations of insider trading violations. These illustrations are hypothetical and, consequently, not intended to reflect on the actual activities or business of the Company or any other entity. Trading by Insider An officer of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the officer purchases X Corporation’s stock. The officer, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The officer also is subject to, among other things, criminal prosecution, including up to $5,000,000 in additional fines and 20 years in jail. Depending upon the circumstances, X Corporation and the individual to whom the officer reports also could be liable as controlling persons. Trading by Tippee An officer of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The officer is jointly liable with his friend for all of the friend’s profits, and each is liable for all civil penalties of up to three times the amount of the friend’s profits. The officer and his

6

 

 

 

 


Exhibit 19.1

 

friend are also subject to criminal prosecution and other remedies and sanctions, as described above.

H. Prohibition of Records Falsification and False Statements

Section 13(b)(2) of the 1934 Act requires companies subject to the 1934 Act maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

IV.STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING

The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading. Every officer, director, employee and consultant is required to follow these procedures.

A. Pre-Clearance of All Trades by All Officers, Directors and Certain Employees and Consultants

To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company’s securities, all transactions in the Company’s securities (including without limitation, acquisitions and dispositions of Company stock, the sale of Company stock issued upon exercise of stock options) by the officers or directors, or any employees or consultants listed on Schedule I (as amended from time to time by the Compliance Officer), must be pre-cleared by the Company’s Compliance Officer. Pre-clearance is not required for exercises of stock options or other equity awards or vesting of equity-based awards that do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option does involve a market sale of the Company’s securities, and therefore would not qualify under this exception). As part of the pre-clearance process, the individual requesting pre-clearance must confirm that he or she is not in possession of material, non-public information. Pre-clearance does not relieve anyone of his or her responsibility under SEC rules. For clarity, transactions in the Company’s securities pursuant to a Rule 10b5-1 plan, which was approved in advance of entering into the plan, are considered pre-cleared.

In the event of a disagreement regarding a proposed transaction, the Compliance Officer is required to report the proposed transaction to the Audit Committee of the Board of Directors. If the Compliance Officer has determined to withhold clearance of a proposed transaction and the individual requesting pre-clearance disagrees with such decision, in order to receive clearance for the proposed transaction such individual must receive clearance from at least two of the three following persons: (i) the Chairman of the Board of Directors, (ii) the President or Chief Executive Officer of the Company and (iii) the Chairman of the Audit Committee of the Board of Directors. The Compliance Officer and the Audit Committee may obtain the advice of outside legal counsel with respect to such request.

7

 

 

 

 


Exhibit 19.1

 

The individual requesting pre-clearance may not in any event engage in the proposed transaction until request has been finally resolved to the satisfaction of the Compliance Officer or, if applicable, the Chairman of the Board of Directors, President or Chief Executive Officer, or Chairman of the Audit Committee. B. Black-Out Periods Additionally, no officer, director or employee, or any consultant listed under “Applicable Consultants” on Schedule I, or any immediate family member or any member of the household of any such person, shall purchase or sell any security of the Company during the period beginning at market close on the last trading day of any fiscal quarter of the Company and ending at market close on the second full trading day following the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company, except for: • purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company; • exercises of stock options or other equity awards or vesting of equity-based awards that do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option does involve a market sale of the Company’s securities, and therefore would not qualify under this exception); • bona fide gifts of the Company’s securities; and • purchases or sales of the Company’s securities made pursuant to any binding contract, specific instruction or written plan entered into while the purchaser or seller, as applicable, was unaware of any material, non-public information and which contract, instruction or plan (i) meets all requirements of the affirmative defense provided by Rule 10b5-1, (ii) was pre-cleared in advance pursuant to this Policy and (iii) has not been amended or modified in any respect after such initial pre-clearance without such amendment or modification being pre-cleared in advance pursuant to this Policy. Exceptions to the black-out period policy may be approved only by the Company’s Compliance Officer or, in the case of exceptions for directors, the Chairperson of the Board of Directors or Chairperson of the Audit Committee of the Board of Directors. From time to time, the Company, through the Board of Directors, the Company’s disclosure committee or the Compliance Officer, may recommend that some or all officers, directors, employees, consultants or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public. Individuals affected by such an event-specific blackout will be notified by the Company that they are subject to the blackout. Subject to the exceptions noted above, all those affected should not trade in our securities while the suspension is in effect, and should not disclose to others that we have suspended trading. C. Post-Termination Transactions With the exception of the pre-clearance requirement, the insider trading laws continue to apply to transactions in the Company’s securities even after termination of service to the Company. If an individual is in possession of material, non-public information when his or her

8

 

 

 

 


Exhibit 19.1

 

service terminates, that individual may not trade in the Company’s securities until that information has become public or is no longer material.

D. Information Relating to the Company

1. Access to Information

Access to material, non-public information about the Company, including the Company’s business, earnings or prospects, should be limited to officers, directors, employees and consultants of the Company on a need-to-know basis. In addition, such information should not be communicated to anyone outside the Company under any circumstances (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company on an other than need-to-know basis.

In communicating material, non-public information to employees or consultants of the Company, all officers, directors, employees and consultants must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information.

2. Inquiries From Third Parties

Inquiries from third parties, such as industry analysts, investors or members of the media, about the Company should be directed to the General Counsel at [ ] or [ ].

E. Limitations on Access to Company Information

The following procedures are designed to maintain confidentiality with respect to the Company’s business operations and activities.

All officers, directors, employees and consultants should take all steps and precautions necessary to restrict access to, and secure, material, non-public information by, among other things:

maintaining the confidentiality of Company-related transactions;
conducting their business and social activities so as not to risk inadvertent disclosure of confidential information (e.g., review of confidential documents in public places should be conducted so as to prevent access by unauthorized persons);
restricting access to documents and files (including computer files) containing material, non-public information to individuals on a need-to-know basis (including maintaining control over the distribution of documents and drafts of documents);
promptly removing and cleaning up all confidential documents and other materials from conference rooms following the conclusion of any meetings;
disposing of all confidential documents and other papers, after there is no longer any business or other legally required need, through shredders when appropriate;

9

 

 

 

 


Exhibit 19.1

 

restricting access to areas likely to contain confidential documents or material, non-public information; • safeguarding laptop computers, mobile devices, tablets, memory sticks, CDs and other items that contain confidential information; and • avoiding the discussion of material, non-public information in places where the information could be overheard by others such as in elevators, restrooms, hallways, restaurants, airplanes or taxicabs. Personnel involved with material, non-public information, to the extent feasible, should conduct their business and activities in areas separate from other Company activities. V.ADDITIONAL PROHIBITED TRANSACTIONS The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. Therefore, officers, directors, employees and consultants shall comply with the following policies with respect to certain transactions in the Company securities: A. Short Sales Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy. In addition, as noted below, Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons from making short sales of the Company’s equity securities, i.e., sales of shares that the insider does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale. B. Publicly Traded Options A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that an officer, director, employee or consultant is trading based on inside information. Transactions in options also may focus an officer’s, director’s, employee’s or consultant’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities involving the Company’s equity securities, on an exchange or in any other organized market, are prohibited by this Policy. C. Hedging Transactions Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an insider to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the insider to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the insider may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.

10

 

 

 

 


Exhibit 19.1

 

D. Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans

Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans is prohibited. This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities).

VI. RULE 10b5-1 TRADING PLANS, SECTION 16 AND RULE 144A. Rule 10b5-1 Trading Plans

1. Overview

Rule 10b5-1 will protect directors, officers, employees and consultants from insider trading liability under Rule 10b5-1 for transactions under a previously established contract, plan or instruction to trade in the Company’s stock (a “Trading Plan”) entered into in good faith and in accordance with the terms of Rule 10b5-1 and all applicable state laws and will be exempt from the trading restrictions set forth in this Policy. The initiation or revocation of, and any modification to, any such Trading Plan will be deemed to be a transaction in the Company’s securities, and such initiation, revocation or modification is subject to all limitations and prohibitions relating to transactions in the Company’s securities. Each such Trading Plan, and any modification or revocation thereof, must be submitted to and pre-approved by the Company’s Compliance Officer, or such other person as the Company’s Board of Directors may designate from time to time (the “Authorizing Officer”), who may impose such conditions on the implementation and operation of the Trading Plan as the Authorizing Officer deems necessary or advisable. The Authorizing Officer may prescribe certain forms of Trading Plans to which employees’ Trading Plans must conform. The Authorizing Officer may also require that Trading Plans be arranged with a specified broker. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not the Company or the Authorizing Officer.

Trading Plans do not exempt individuals from complying with Section 16 short-swing profit rules or liability.

Rule 10b5-1 presents an opportunity for insiders to establish arrangements to sell (or purchase) Company stock without the restrictions of trading windows and black-out periods, even when there is undisclosed material information. A Trading Plan may also help reduce negative publicity that may result when key executives sell the Company’s stock. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider trading lawsuit. It does not prevent someone from bringing a lawsuit.

A director, officer, employee or consultant may enter into a Trading Plan only when he or she is not in possession of material, non-public information, and only during a trading window period outside of the trading black-out period. Although transactions effected under a Trading Plan will not require further pre-clearance at the time of the trade, any transaction (including the quantity and price) made pursuant to a Trading Plan of a Section 16 reporting person must be reported to the Company promptly on the day of each trade to permit the Company’s filing coordinator to assist in the preparation and filing of a required Form 4.

11

 

 

 

 


Exhibit 19.1

 

The Company reserves the right from time to time to suspend, discontinue or otherwise prohibit any transaction in the Company’s securities, even pursuant to a previously approved Trading Plan, if the Authorizing Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation or other prohibition is in the best interests of the Company. Any Trading Plan submitted for approval hereunder should explicitly acknowledge the Company’s right to prohibit transactions in the Company’s securities. Failure to discontinue purchases and sales as directed shall constitute a violation of the terms of this Policy and result in a loss of the exemption set forth herein.

Officers, directors, employees and consultants may adopt Trading Plans with brokers that outline a pre-set plan for trading of the Company’s stock, including the exercise of options. Trades pursuant to a Trading Plan generally may occur at any time. However, the Company requires a cooling-off period of at least 30 days between the establishment of a Trading Plan and commencement of any transactions under such plan. Subject to the terms of the Trading Plan, an individual may adopt more than one Trading Plan. Please review the following description of how a Trading Plan works.

Pursuant to Rule 10b5-1, an individual’s purchase or sale of securities will not be “on the basis of” material, non-public information if:

First, before becoming aware of the information, the individual enters into a binding contract to purchase or sell the securities, provides instructions to another person to sell the securities or adopts a written plan for trading the securities (i.e., the Trading Plan).
Second, the Trading Plan must either:
specify the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold and the date on which the securities are to be purchased or sold;
include a written formula or computer algorithm for determining the amount, price and date of the transactions; or
prohibit the individual from exercising any subsequent influence over the purchase or sale of the Company’s stock under the Trading Plan in question.
Third, the purchase or sale must occur pursuant to the Trading Plan and the individual must not enter into a corresponding hedging transaction or alter or deviate from the Trading Plan.

2. Revocation of and Amendments to Trading Plans

Revocation of Trading Plans should occur only in unusual circumstances. Effectiveness of any revocation, modification or amendment of a Trading Plan will be subject to the prior review and approval of the Authorizing Officer. Revocation is effected upon written notice to the broker.

12

 

 

 

 


Exhibit 19.1

 

Once a Trading Plan has been revoked, the participant should wait at least 90 days before trading outside of a Trading Plan and at least 90 days before establishing a new Trading Plan.

A person acting in good faith may amend a prior Trading Plan so long as such amendments are made outside of a quarterly blackout or other black-out period and at a time when the Trading Plan participant does not possess material, non-public information. Plan amendments require a cooling-off period of at least 30 days between the amendment of a Trading Plan and commencement of any transactions under such amended plan.

A Trading Plan shall include provision for suspension or revocation in certain circumstances, such as the announcement of a merger or the occurrence of an event that would cause the transaction either to violate the law or be expected to have an adverse effect on the Company. The Authorizing Officer or administrator of the Company’s stock plans is authorized to notify the broker in such circumstances, thereby insulating the insider in the event of suspension or revocation.

3. Discretionary Plans

Although non-discretionary Trading Plans are preferred, discretionary Trading Plans, where the discretion or control over trading is transferred to a broker, are permitted if pre-approved by the Authorizing Officer.

The Authorizing Officer of the Company must pre-approve any Trading Plan, arrangement or trading instructions, etc., involving potential sales or purchases of the Company’s stock or option exercises, including but not limited to, blind trusts, discretionary accounts with banks or brokers, or limit orders. The actual transactions effected pursuant to a pre-approved Trading Plan will not be subject to further pre-clearance for transactions in the Company’s stock once the Trading Plan or other arrangement has been pre-approved by the Authorizing Officer.

4. Reporting (if Required)

If required, an SEC Form 144 will be completed and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate that the trades “are in accordance with a Trading Plan that complies with Rule 10b5-1 and expires ____.” For Section 16 reporting persons, Forms 4 should be filed before the end of the second business day following the date that the broker, dealer or plan administrator informs the individual that a transaction was executed, provided that the date of such notification is not later than the third business day following the trade date. A similar footnote should be placed at the bottom of the Form 4 as outlined above.

5. Options

Exercises of options for cash may be executed at any time. “Cashless exercise” option exercises are subject to trading windows. However, the Company will permit same day sales under Trading Plans. If a broker is required to execute a cashless exercise in accordance with a Trading Plan, then the Company must have exercise forms attached to the Trading Plan that are signed, undated and with the number of shares to be exercised left blank. Once a broker determines that the time is right to exercise the option and dispose of the shares in accordance with the Trading Plan, the broker will notify the Company in writing and the administrator of the Company’s stock plans will fill in the number of shares and the date of exercise on the previously signed exercise form.

13

 

 

 

 


Exhibit 19.1

 

The insider should not be involved with this part of the exercise. 6. Trades Outside of a Trading Plan During an open trading window, trading in the Company securities not pursuant to an approved Trading Plan is allowed as long as the trading instructions in the approved Trading Plan continue to be followed. 7. Public Announcements The Company may make a public announcement that Trading Plans are being implemented in accordance with Rule 10b5-1. It will consider in each case whether a public announcement of a particular Trading Plan should be made. It may also make public announcements or respond to inquiries from the media as transactions are made under a Trading Plan. 8. Prohibited Transactions The transactions prohibited under Section V of this Policy, including among others short sales and hedging transactions, may not be carried out through a Trading Plan or other arrangement or trading instruction involving potential sales or purchases of the Company’s securities. B. Section 16: Insider Reporting Requirements, Short-Swing Profits and Short Sales (Applicable to Officers, Directors and 10% Stockholders) 1. Reporting Obligations Under Section 16(a): SEC Forms 3, 4 and 5 Section 16(a) of the 1934 Act generally requires all officers, directors and beneficial owners of more than ten percent of our outstanding stock (each, a “10% stockholder”) (collectively, “Sec. 16 insiders”), within 10 days after the Sec. 16 insider becomes an officer, director, or 10% stockholder, to file with the SEC an “Initial Statement of Beneficial Ownership of Securities” on Form 3 listing the amount of the Company’s stock, options and warrants which the Sec. 16 insider beneficially owns. Following the initial filing on Form 3, changes in beneficial ownership of the Company’s stock, options and warrants must be reported on Form 4, generally within two business days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year end. A Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, purchases or sales of Company stock made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain purchases or sales of Company stock made within six months after an officer or director ceases to be an insider must be reported on Form 4. 2. Recovery of Profits Under Section 16(b) For the purpose of preventing the unfair use of information which may have been obtained by a Sec. 16 insider, any profits realized by any officer, director or 10% stockholder from any “purchase” and “sale” of Company stock during a six-month period (so called “short-swing profits”) are subject to recovery by the Company. When such a purchase and sale occurs, good faith is no defense. The Sec. 16 insider is liable even if compelled to sell for personal

14

 

 

 

 


Exhibit 19.1

 

reasons, and even if the sale takes place after full disclosure and without the use of any inside information.

The liability of an insider under Section 16(b) of the 1934 Act is only to the Company itself. The Company, however, cannot waive its right to short swing profits, and any Company stockholder can bring suit in the name of the Company. Reports of ownership filed with the SEC on Form 3, Form 4 or Form 5 pursuant to Section 16(a) (discussed above) are readily available to the public, and certain attorneys carefully monitor these reports for potential Section 16(b) violations. In addition, liabilities under Section 16(b) may require separate disclosure in the Company’s annual report to the SEC on Form 10-K or its proxy statement for its annual meeting of stockholders. No suit may be brought more than two years after the date the profit was realized. However, if the Sec. 16 insider fails to file a report of the transaction under Section 16(a), as required, the two-year limitation period does not begin to run until after the transactions giving rise to the profit have been disclosed. Failure to report transactions and late filing of reports require separate disclosure in the Company’s proxy statement.

Officers and directors should consult the attached “Short-Swing Profit Rule Section 16(b) Checklist” attached hereto as Attachment A, in addition to consulting the Compliance Officer prior to engaging in any transactions involving the Company’s securities, including without limitation, the Company’s stock, options or warrants.

3. Short Sales Prohibited Under Section 16(c)

Section 16(c) of the 1934 Act prohibits insiders absolutely from making short sales of the Company’s equity securities. Short sales include sales of stock, which the insider does not own at the time of sale, or sales of stock against which the insider does not deliver the shares within 20 days after the sale. Under certain circumstances, the purchase or sale of put or call options, or the writing of such options, can result in a violation of Section 16(c). Insiders violating Section 16(c) face criminal liability.

The Compliance Officer should be consulted if you have any questions regarding reporting obligations, short-swing profits or short sales under Section 16.

C. Rule 144 (Applicable to Officers, Directors and 10% Stockholders)

Rule 144 provides a safe harbor exemption to the registration requirements of the Securities Act of 1933, as amended, for certain resales of “restricted securities” and “control securities.” “Restricted securities” are securities acquired from an issuer, or an affiliate of an issuer, in a transaction, or chain of transactions, not involving a public offering. “Control securities” are any securities owned by directors, executive officers or other “affiliates” of the issuer, including stock purchased in the open market and stock received upon exercise of stock options. Sales of Company securities by affiliates (generally, directors, officers and 10% stockholders of the Company) must comply with the requirements of Rule 144, which are summarized below:

Current Public Information. The Company must have filed all SEC-required reports during the last 12 months.
Volume Limitations. Total sales of Company common stock by a covered individual for any three-month period may not exceed the greater of: (i) 1% of the total number of outstanding shares of Company common stock, as reflected in the most recent report or statement published by the Company, or (ii) the average weekly reported volume of such shares traded during the four calendar weeks preceding the filing of the requisite Form 144.

15

 

 

 

 


Exhibit 19.1

 

• Method of Sale. The shares must be sold either in a “broker’s transaction” or in a transaction directly with a “market maker.” A “broker’s transaction” is one in which the broker does no more than execute the sale order and receive the usual and customary commission. Neither the broker nor the selling person can solicit or arrange for the sale order. In addition, the selling person or member of the Board of Directors must not pay any fee or commission other than to the broker. A “market maker” includes a specialist permitted to act as a dealer, a dealer acting in the position of a block positioner, and a dealer who holds himself out as being willing to buy and sell Company common stock for his own account on a regular and continuous basis. • Notice of Proposed Sale. A notice of the sale (a Form 144) must be filed with the SEC at the time of the sale. Brokers generally have internal procedures for executing sales under Rule 144 and will assist you in completing the Form 144 and in complying with the other requirements of Rule 144. If you are subject to Rule 144, you must instruct your broker who handles trades in Company securities to follow the brokerage firm’s Rule 144 compliance procedures in connection with all trades. VII. POLICY ADMINISTRATION The Compliance Officer has authority to interpret, amend and implement this Policy, and may delegate such authority to one or more appropriate executive officers of the Company, as needed. This authority includes amending this Policy to update for administrative matters, such as the individuals subject to this Policy as set forth in Schedule I hereto. The Chief Financial Officer will administer this Policy as it applies to any trading activity by the Compliance Officer. VIII. EXECUTION AND RETURN OF CERTIFICATION OF COMPLIANCE After reading this Policy, all officers, directors, employees and consultants should execute and return to the Company’s Compliance Officer the Certification of Compliance form attached hereto as Attachment B.

16

 

 

 

 


 

SCHEDULE I

 

INDIVIDUALS SUBJECT TO PRE-CLEARANCE REQUIREMENT AND

TRADING BLACK-OUT PERIODS

(as of April 30, 2025)

 

 

 

 

 

|US-DOCS\157183141.3||


 

ATTACHMENT A

SHORT-SWING PROFIT RULE SECTION 16(B) CHECKLIST

Note: ANY combination of PURCHASE AND SALE or SALE AND PURCHASE within six months of each other by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities) results in a violation of Section 16(b), and the “profit” must be recovered by IDEAYA Biosciences, Inc. (the “Company”). It makes no difference how long the shares being sold have been held or, for officers and directors, that you were an insider for only one of the two matching transactions. The highest priced sale will be matched with the lowest priced purchase within the six-month period.

Sales

If a sale is to be made by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities):

1. Have there been any purchases by the insider (or family members living in the same household or certain affiliated entities) within the past six months?

2. Have there been any option grants or exercises not exempt under Rule 16b-3 within the past six months?

3. Are any purchases (or non-exempt option exercises) anticipated or required within the next six months?

4. Has a Form 4 been prepared?

Note: If a sale is to be made by an affiliate of the Company, has a Form 144 been prepared and has the broker been reminded to sell pursuant to Rule 144 under the
Securities Act of 1933, as amended?

Purchases And Option Exercises

If a purchase or option exercise for Company stock is to be made:

1. Have there been any sales by the insider (or family members living in the same household or certain affiliated entities) within the past six months?

2. Are any sales anticipated or required within the next six months (such as tax-related or year-end transactions)?

3. Has a Form 4 been prepared?

Before proceeding with a purchase or sale, consider whether you are aware of material inside information which could affect the price of the Company stock. All transactions in the Company’s securities by officers and directors must be pre-cleared by contacting the Company’s Compliance Officer.

 

Attachment A

 

 

 

 

|


 

ATTACHMENT B

CERTIFICATION OF COMPLIANCE

RETURN BY [_________] [insert return deadline]

 

TO: Douglas Snyder___________________, General Counsel

FROM: __________________________

RE: INSIDER TRADING COMPLIANCE POLICY OF IDEAYA BIOSCIENCES, INC.

I have received, reviewed and understand the above-referenced Insider Trading Compliance Policy and undertake, as a condition to my present and continued employment with (or, if I am not an employee, affiliation with) IDEAYA Biosciences, Inc., to comply fully with the policies and procedures contained therein.

 

___________________________ _______________
SIGNATURE DATE

 

___________________________
NAME

 

___________________________
TITLE

Attachment B

 

 

 

|


EX-31.1 7 idya-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yujiro Hata, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc.;

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 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.

 

Date: May 6, 2025

By:

 

/s/ Yujiro Hata

 

 

 

Yujiro Hata

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 


EX-31.2 8 idya-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andres Ruiz Briseno, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc.;

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 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.

 

Date: May 6, 2025

By:

 

/s/ Andres Ruiz Briseno

 

 

 

Andres Ruiz Briseno

 

 

 

Chief Accounting Officer

 

 

 

(Principal Financial and Accounting Officer)

 


EX-32.1 9 idya-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc. (the “Company”) for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yujiro Hata, President and Chief Executive Officer of the Company, and I, Andres Ruiz Briseno, Chief Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 6, 2025

By:

/s/ Yujiro Hata

 

 

Yujiro Hata

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

Date: May 6, 2025

By:

/s/ Andres Ruiz Briseno

 

 

Andres Ruiz Briseno

 

 

Chief Accounting Officer

 

 

(Principal Financial and Accounting Officer)

 

 

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.