17 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
16 unchanged sentences
3.2* Amendment to Articles of the Company (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 7, 2018).
−Removed: 4.1* Amended and Restated Governance Agreement between the Company and Roivant Sciences Ltd., a Bermuda exempted company, dated October 16, 2017 (incorporated herein by reference to Exhibit C to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
4.1** Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
5 unchanged sentences
2 to the Amended and Restated Agreement, between the Company (formerly Inex Pharmaceuticals Corporation) and Hana Biosciences, Inc., effective as of September 20, 2010 (incorporated herein by reference to Exhibit 4.21 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 filed with the SEC on June 3, 2011).
−Removed: 10.4*# Form of Indemnity Agreement (refiled herein with initial Agreement by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 filed with the SEC on June 3, 2011).
+Added: 10.4**# Form of Arbutus Biopharma Corporation Indemnity Agreement.
10.5†* License Agreement between the University of British Columbia and Inex Pharmaceuticals Corporation executed on July 30, 2001 (incorporated herein by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 filed with the SEC on June 3, 2011).
6 unchanged sentences
10.12* Form of Standstill Agreement (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on January 26, 2015).
−Removed: 10.13* Form of Representation Letter (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on January 26, 2015).
10.13*# Executive Employment Agreement, dated effective as of February 25, 2016, between Arbutus Biopharma, Inc.
6 unchanged sentences
10.15†* Stock Purchase Agreement by and among OnCore Biopharma, Inc.
−Removed: and each of the stockholders of Enantigen Therapeutics, Inc., dated as of October 1, 2014 (incorporated herein by reference to Exhibit 10.
−Removed: 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 6, 2015).
+Added: and each of the stockholders of Enantigen Therapeutics, Inc., dated as of October 1, 2014 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 6, 2015).
10.16*# Executive Employment Agreement, dated effective as of July 11, 2015, between OnCore Biopharma, Inc.
9 unchanged sentences
7, LLC dated August 9, 2016 and as amended on October, 7, 2016 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).
−Removed: 10.22* Subscription Agreement and Related Documents between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit A to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
−Removed: 10.23* Amended and Restated Lockup Agreement between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit D to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
−Removed: 10.24* Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on January 26, 2015) .
−Removed: 10.25* Amendment to Registration Rights Agreement between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit E to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
−Removed: 10.26* Amended and Restated Standstill Agreement between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit F to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
−Removed: 10.27* Preferred Share Article Amendment between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit G to the Registrant’s Preliminary Proxy Soliciting Materials on Schedule Pre 14A for the Special Meeting, filed with the SEC on November 21, 2017).
−Removed: 10.28* Exclusivity Agreement, dated February 13, 2018, by and between the Company and Roivant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit 7.09 of the Schedule 13D filed with the SEC by Roivant Sciences Ltd.
−Removed: on February 14, 2018).
10.21* Master Contribution And Share Subscription Agreement, by and between the Company, Genevant Sciences Ltd.
1 unchanged sentence
(incorporated herein by reference Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2018 filed with the SEC on May 4, 2018).
−Removed: 10.30* Open Market Sale Agreement SM, dated December 20, 2018, by and between the Company and Jefferies LLC.
−Removed: (incorporated herein by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the SEC on December 20, 2018).
+Added: 10.22* Open Market Sale AgreementSM, dated December 20, 2018, by and between the Company and Jefferies LLC (incorporated herein by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the SEC on December 20, 2018).
10.23* Amendment No.
−Removed: 1 to the Open Market Sale AgreementSM, dated December 20, 2019, by and between the Company and Jefferies LLC.
−Removed: (incorporated herein by reference to Exhibit 1.3 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on December 20, 2019).
+Added: 1 to the Open Market Sale AgreementSM, dated December 20, 2019, by and between the Company and Jefferies LLC (incorporated herein by reference to Exhibit 1.3 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on December 20, 2019).
10.24* Amendment No.
−Removed: 2 to the Open Market Sale AgreementSM, dated August 7, 2020 , by and between the Company and Jefferies LLC.
−Removed: (incorporated herein by reference to Exhibit 1.
−Removed: 1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2020 ).
+Added: 2 to the Open Market Sale AgreementSM, dated August 7, 2020, by and between the Company and Jefferies LLC (incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2020).
+Added: 10.25* Amendment No.
+Added: 3 to the Open Market Sale AgreementSM, dated March 4, 2021, by and between Arbutus Biopharma Corporation and Jefferies LLC (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 4, 2021.)
10.26*# Executive Employment Agreement, dated June 11, 2018, by and between the Company and David Hastings.
(incorporated herein by reference to Exhibit 10.52 of the Form 10-K filed with the SEC on March 7, 2019).
−Removed: 10.34*# Executive Signing Bonus, dated May 28, 2018, by and between the Company and David Hastings.
−Removed: (incorporated herein by reference to Exhibit 10.53 of the Form10-K filed with the SEC on March 7, 2019).
10.27*# Executive Employment Agreement, dated October 8, 2018, by and between the Company and Gaston Picchio (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2018, filed with the SEC on November 7, 2018).
−Removed: 10.36* Separation Agreement and Release, dated June 13, 2019, by and the Company and Mark J.
−Removed: Murray (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2019).
10.28*# Employment Agreement, dated June 13, 2019, by and between the Company and William H.
Collier (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2019).
−Removed: 10.38*# Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2019).
10.29*# Executive Employment Agreement, dated July 10, 2015, by and between the Company and Michael McElhaugh, as amended by the First Amendment to Executive Employment Agreement, dated April 20, 2016, and the Second Amendment to Executive Employment Agreement dated December 11, 2018 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
10.30* Purchase and Sale Agreement, dated July 2, 2019, by and between the Company and OCM IP Healthcare Portfolio LP (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
−Removed: 10.41*# Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented by the Committee on May 28 , 20 20 (incorporated herein by reference to Exhibit 10.
−Removed: 1 to the Registrant’s Current Report on Form 8- K filed with the SEC on Ju ne 1 , 20 20 ).
−Removed: 10.42*# A rbutus Biopharma Corporation 2020 Employee Stock Purchase Plan (incorporated her e in by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K filed wit h the SEC on June 1, 2020).
+Added: 10.31*# Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented by the Committee on May 28, 2020 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2020).
+Added: 10.32*# Arbutus Biopharma Corporation 2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2020).
10.33*# Form of Arbutus Biopharma Corporation Option Agreement (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
1 unchanged sentence
Collier (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
−Removed: 10.45*# Form of Arbutus Biopharma Corporation Indemnity Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2019, filed with the SEC on November 6, 2019).
10.35*# Offer Letter, dated August 8, 2019, by and between the Company and Andrew Cheng (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2019, filed with the SEC on November 6, 2019).
−Removed: 10.47†* Cross License Agreement, dated April 11, 2018, by and between the Company and Genevant Sciences L td .
+Added: 10.36†* Cross License Agreement, dated April 11, 2018, by and between the Company and Genevant Sciences Ltd.
(incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
−Removed: 10.48†* First Amendment to Cross License Agreement, dated June 27, 2018, by and among the Company, Genevant Sciences L td and Genevant Sciences GmbH.
+Added: 10.37†* First Amendment to Cross License Agreement, dated June 27, 2018, by and among the Company, Genevant Sciences Ltd and Genevant Sciences GmbH.
(incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
2 unchanged sentences
(incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
−Removed: 16.1* Letter from KPMG LLP, dated April 23, 2019.
−Removed: (incorporated herein by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2019.)
+Added: 10.39† License Agreement, dated December 9, 2021, by and between the Company and Genevant Sciences GmbH (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2021).
+Added: 10.40* Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented and amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2021).
+Added: 10.41†** Technology Transfer and Exclusive License Agreement, dated December 13, 2021, by and between the Company and Qilu Pharmaceutical Co., Ltd.
21.1** List of Subsidiaries.
15 unchanged sentences
** Filed or furnished herewith, as applicable
−Removed: † Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.
+Added: † Certain confidential portions of the agreement were omitted by means of marking such portions with brackets (due to the registrant customarily and actually treating such information as private or confidential and such omitted information not being material) pursuant to Item 601 of Regulation S-K promulgated by the SEC.
+Added: Arbutus agrees to supplementally furnish a copy of any confidential portions to the SEC upon request.
# Management Contract or Compensatory Arrangement.
29 unchanged sentences
Andrew Cheng, M.D., Ph.
+Added: /s/ Tram Tran, M.D.
+Added: Tram Tran, M.D.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.