−Removed: Arbutus Biopharma Corporation (“Arbutus”, the “Company”, “we”, “us”, and “our”) is a clinical-stage biopharmaceutical company leveraging its extensive virology expertise to identify and develop novel therapeutics with distinct mechanisms of action, which can potentially be combined to provide a functional cure for patients with chronic hepatitis B virus (cHBV) infection.
−Removed: We believe the key to success in developing a functional cure involves suppressing hepatitis B virus deoxyribonucleic acid (HBV DNA), reducing hepatitis B surface antigen (HBsAg) and boosting HBV-specific immune responses.
−Removed: Our pipeline of internally developed, proprietary compounds includes an RNAi therapeutic, imdusiran (AB-729), and an oral PD-L1 inhibitor, AB-101.
−Removed: Imdusiran has generated meaningful clinical data demonstrating an impact on both surface antigen reduction and reawakening of the HBV-specific immune response.
−Removed: Imdusiran is currently in two Phase 2a combination clinical trials.
−Removed: AB-101 is currently being evaluated in a Phase 1a/1b clinical trial.
−Removed: The two core elements of our strategy are:
−Removed: 1) developing a portfolio of compounds that target HBV;
−Removed: and 2) combining therapeutic product candidates with complementary mechanisms of action to develop a functional cure for people with cHBV infection.
−Removed: We believe that a combination of compounds that can suppress HBV DNA replication and HBsAg expression as well as boost patients’ HBV-specific immune response could address the most important elements to achieving a functional cure.
−Removed: Functional cure is defined as undetectable HBV DNA and HBsAg levels six months after discontinuation of all treatment.
−Removed: We are developing imdusiran as a cornerstone in a combination therapy that also includes antivirals and immunologics.
−Removed: We believe that a combination therapy delivered over a finite treatment period that results in a significant increase in the functional cure rate (i.e.
−Removed: a cure rate of at least 20%) would be a meaningful advancement for patients with cHBV infection.
+Added: Arbutus Biopharma Corporation (“Arbutus”, the “Company”, “we”, “us”, and “our”) is a clinical-stage biopharmaceutical company focused on infectious disease.
+Added: We are currently developing imdusiran (AB-729), our proprietary, conjugated GalNAc, subcutaneously-delivered RNAi therapeutic, and AB-101, our proprietary oral PD-L1 inhibitor, for the treatment of chronic hepatitis B (cHBV).
+Added: Through our ownership stake in and our license to Genevant Sciences, Ltd (Genevant), we are also focused on maximizing opportunity for our in-house developed Lipid Nanoparticle (LNP) delivery technology.
+Added: We continue to protect and defend our intellectual property, which is the subject of our ongoing lawsuits against Moderna Therapeutics, Inc.
+Added: (Moderna) and against Pfizer Inc.
+Added: and BioNTech SE (collectively, Pfizer/BioNTech) for their use of our patented LNP delivery technology in their COVID-19 mRNA-LNP vaccines.
+Added: With respect to the Moderna lawsuit in the United States, a trial date has been set for September 24, 2025.
+Added: On March 3, 2025, we announced that, along with Genevant, we have filed five international lawsuits against Moderna in connection with their use of our LNP technology in their COVID-19 mRNA-LNP and RSV vaccines.
+Added: With respect to the Pfizer/BioNTech lawsuit, the claim construction hearing occurred in December 2024.
+Added: The court is expected to provide its ruling on the claim construction and issue a further scheduling order, including the date for trial, in 2025.
+Added: During 2024, we streamlined the organization to focus our efforts on advancing the clinical development of imdusiran and AB-101, and therefore ceased all discovery efforts, discontinued our IM-PROVE III clinical trial and reduced our workforce by 40%.
+Added: In the first quarter of 2025, we announced the appointment of five new members of our Board of Directors (our Board) to replace all of the former directors, as well as the appointment of a new President, Chief Executive Officer and Chairperson of our Board and a new Chief Financial Officer.
+Added: Additionally, our Board took action to reduce our workforce by an additional 57% resulting in a total workforce after reductions of 19 employees.
+Added: Our Board also decided to exit our corporate headquarters in Warminster, PA and to discontinue in-house scientific research.
+Added: In connection with these actions, we expect to incur a one-time restructuring charge in the first quarter of 2025 of approximately $11 million to $13 million.
+Added: With these organizational changes and our ongoing cost management efforts, we expect to significantly reduce our net cash burn in 2025 when compared to 2024.
+Added: Our new Board and management team are reviewing our pipeline and development plans for our hepatitis B programs.
+Added: To assist with this review, we are currently retaining experts in virology, hepatitis B, and in the clinical development and approval of antiviral treatments.
+Added: We expect to provide a further update once our review is complete.
+Added: Our strategy is focused on maximizing opportunities for our cHBV development programs and our in-house developed LNP delivery technology.
+Added: LNP delivery technology
+Added: On February 28, 2022 and April 4, 2023, we filed patent infringement lawsuits in the United States against Moderna and Pfizer/BioNTech, respectively, seeking compensation for their unlicensed use of our patented technologies in their COVID-19 mRNA-LNP vaccines.
+Added: It is well established in the scientific literature that the most significant technological hurdle to developing and deploying medicines using mRNA is engineering a safe and effective way to deliver the mRNA to human cells.
+Added: Scientists at Arbutus and Genevant have spent years developing and refining LNP delivery technology, which has been licensed for various applications to many different third parties.
+Added: Our and Genevant’s LNP technology relies on microscopic particles built from four carefully selected types of fat-like molecules to shelter and protect RNA molecules.
+Added: With this technology, the RNA can travel through the human body to a target cell and through the target cell’s membrane before releasing the RNA.
+Added: Without this crucial delivery technology, the RNA would quickly degrade in the body and be ineffective.
+Added: We remain committed to taking all legal actions necessary to defend and protect our intellectual property.
+Added: With respect to the Moderna lawsuit, the claim construction hearing occurred on February 8, 2024.
+Added: On April 3, 2024, the court provided its claim construction ruling in which it construed the disputed claim terms and agreed with our position on most of the disputed claim terms.
+Added: A trial date for the Moderna lawsuit in the United States has been set for September 24, 2025.
+Added: On March 3, 2025, we announced that, along with Genevant, we have filed five international lawsuits against Moderna in connection with their use of our LNP technology in their COVID-19 mRNA-LNP and RSV vaccines.
+Added: With respect to the Pfizer/BioNTech lawsuit, the claim construction hearing occurred on December 18, 2024.
+Added: The court is expected to provide its ruling on the claim construction and issue a further scheduling order, including the date for trial, in 2025.
+Added: cHBV programs
+Added: Our current HBV strategy is to develop a functional cure for patients with cHBV infection with imdusiran as a potential cornerstone in a combination therapy.
+Added: We believe that a combination of compounds that can suppress hepatitis B virus deoxyribonucleic acid (HBV DNA) replication and HBsAg expression as well as boost patients’ HBV-specific immune response could address the most important elements to achieving a functional cure.
+Added: Functional cure is defined as sustained HBsAg loss and HBV DNA less than the lower limit of quantification (<LLOQ) 24 weeks off treatment, with or without anti-hepatitis B surface antibodies (anti-HBs).
+Added: By providing a functional cure for patients with cHBV, we aim to prevent complications of disease progression, to decrease HBV burden by minimizing patient stigma and address the need for finite and more efficacious HBV treatments that further improve long-term outcomes and reduce associated healthcare costs.
Our HBV product pipeline includes the following:
• Imdusiran is our proprietary, conjugated GalNAc, subcutaneously-delivered RNAi therapeutic product candidate that suppresses all HBV antigens, including HBsAg expression, which is thought to be a key prerequisite to enable reawakening of a patient’s immune system to respond to HBV.
−Removed: Over 170 patients with cHBV infection have been dosed with imdusiran in our Phase 1 and ongoing Phase 2a clinical trials.
−Removed: Clinical data generated thus far has shown imdusiran to be generally safe and well-tolerated, while also providing meaningful reductions in HBsAg and HBV DNA.
−Removed: • AB-101 is our oral PD-L1 inhibitor that has the potential to reawaken patients’ HBV-specific immune response by inhibiting PD-L1.
−Removed: Preclinical data in an HBV mouse model that was presented at the 2022 American Association for the Study of Liver Diseases (AASLD) Liver Meeting showed that combination treatment with AB-101 and an HBV-targeting GalNAc-siRNA agent resulted in activation and increased frequency of HBV-specific T-cells and greater anti-HBsAg antibody production.
+Added: Over 250 patients with cHBV infection have been dosed with imdusiran in our Phase 1 and Phase 2a clinical trials.
+Added: Clinical data generated thus far has shown imdusiran provides meaningful reductions in HBsAg and HBV DNA and leads to functional cure in some patients, while being generally safe and well-tolerated.
+Added: • AB-101 is our proprietary oral PD-L1 inhibitor that has the potential to reawaken patients’ HBV-specific immune response by inhibiting PD-L1.
AB-101 is currently in a Phase 1a/1b clinical trial (AB-101-001) evaluating the safety, tolerability, pharmacokinetics (PK), and pharmacodynamics (PD) of single- and multiple-ascending oral doses in healthy subjects and patients with cHBV infection.
−Removed: Our strategy is to position imdusiran as a potential cornerstone therapeutic in combination with AB-101 or other agents with potentially complementary mechanisms of action.
−Removed: We are currently conducting two Phase 2a clinical trials combining imdusiran with other agents.
−Removed: Upon successful completion of our AB-101-001 clinical trial, we intend to initiate a Phase 2 clinical trial combining imdusiran, AB-101 and nucleos(t)ide analogue (NA) therapy in patients with cHBV infection.
−Removed: The intent of these trials is to initially lower HBsAg levels with imdusiran and then administer a complementary agent, in this case an immune modulator or a therapeutic vaccine, to further lower HBsAg levels and promote anti-HBV immunity.
−Removed: We believe that if we can lower HBsAg and promote immunity, we may achieve and sustain undetectable HBV DNA and HBsAg levels, potentially leading to a functional cure.
+Added: The data from healthy subjects in Parts 1 and 2 of this clinical trial who received single and multiple doses, respectively, of AB-101 at increasing dose levels showed that AB-101 was generally well-tolerated with evidence of dose-dependent receptor occupancy.
+Added: We have moved into Part 3 of this clinical trial which evaluates repeat dosing of AB-101 in patients with cHBV.
+Added: To help position imdusiran as a potential cornerstone in a combination therapy, we fully enrolled two Phase 2a clinical trials that combined imdusiran with other agents.
+Added: The intent of these trials was to initially lower HBsAg levels with imdusiran and then administer a complementary agent, in this case an immune modulator or a therapeutic vaccine, to further lower HBsAg levels and promote anti-HBV immunity.
+Added: We believe that if we can lower HBsAg and promote immunity, we may achieve sustained HBsAg loss and HBV DNA <LLOQ, potentially leading to a functional cure.
Our imdusiran development program includes the following Phase 2a clinical trials:
−Removed: • Imdusiran in combination with Peg-IFNα-2a and ongoing standard-of-care NA therapy in patients with cHBV infection (AB-729-201).
−Removed: Preliminary data reported from this clinical trial suggest that the addition of Peg-IFNα-2a to imdusiran treatment was generally well-tolerated and appears to result in continued HBsAg declines in some patients.
−Removed: • Imdusiran in combination with VTP-300, Barinthus Biotherapeutics plc’s (Barinthus and formerly Vaccitech plc), HBV antigen specific immunotherapy, and ongoing standard-of-care NA therapy in patients with cHBV infection (AB-729-202).
−Removed: Preliminary data reported from this clinical trial showed that dosing with imdusiran and then VTP-300 provided a meaningful reduction of HBsAg levels that are maintained well below baseline.
−Removed: In addition, a subset of these patients given imdusiran followed by VTP-300 showed early signs of immune activation.
−Removed: We are also dosing twenty patients in an additional cohort of this clinical trial that, in addition to imdusiran and VTP-300, includes two low doses of nivolumab (Opdivo®), an approved PD-1 monoclonal antibody inhibitor.
−Removed: • We intend to initiate an additional Phase 2a clinical trial in the first half of 2024 that will evaluate the safety, tolerability and antiviral activity of intermittent low doses of durvalumab, an approved anti-PD-L1 monoclonal antibody, in combination with imdusiran and ongoing standard-of-care NA therapy in patients with cHBV infection (AB-729-203).
−Removed: Insights gained from this clinical trial and the amended portion of the AB-729-202 clinical trial with nivolumab may inform dosing for our planned Phase 2 clinical trial combining imdusiran and AB-101.
+Added: • Imdusiran in combination with Peg-IFNα-2a (IFN), a standard-of-care immunomodulator, and ongoing standard-of-care nucleoside analogue (NA) therapy in patients with cHBV infection (IM-PROVE I).
+Added: At the American Association for the Study of Liver Diseases (AASLD) – The Liver Meeting ® in November 2024, we presented new data from our IM-PROVE I Phase 2a clinical trial showing that six doses of imdusiran and 24 weeks of IFN added to ongoing NA therapy led to a functional cure rate of 50% (3/6) in HBeAg-negative patients with baseline HBsAg levels less than 1000 IU/mL, and an overall functional cure rate of 25% (3/12).
+Added: Those patients that achieved a functional cure also seroconverted with high anti-HBs antibody levels.
+Added: These data from the IM-PROVE I trial suggest that the combination of imdusiran, 24 weeks of IFN and NA therapy was generally safe and well-tolerated.
+Added: • Imdusiran in combination with VTP-300, Barinthus Biotherapeutics plc’s (Barinthus) HBV antigen specific immunotherapy, ongoing NA therapy and including a cohort with the addition of low dose nivolumab (Opdivo ® ) in
+Added: patients with cHBV infection (IM-PROVE II).
+Added: At the AASLD – The Liver Meeting ® in November 2024, we presented data from this clinical trial showing that the addition of low dose nivolumab increased rates of HBsAg loss in cHBV patients and 23% (3/13) of patients that received imdusiran, VTP-300, NA therapy and low dose nivolumab achieved HBsAg loss by week 48.
+Added: We are evaluating functional cure in these patients.
Background on HBV
1 unchanged sentence
HBV can cause chronic infection which leads to a higher risk of death from cirrhosis and liver cancer.
−Removed: cHBV represents a significant unmet medical need.
+Added: cHBV infection represents a significant unmet medical need.
There are HBV vaccines approved by the FDA, which are indicated for the prevention of infection caused by HBV.
However, the World Health Organization estimates that over 250 million people worldwide suffer from cHBV infection, while other estimates indicate that approximately 2 million people in the United States suffer from cHBV infection.
−Removed: Even with the availability of effective vaccines and current treatment options, approximately 820,000 people die every year from complications related to cHBV infection.
+Added: Even with the availability of effective vaccines and current treatment options, approximately 1.1 million people die every year from complications related to cHBV infection.
We believe there is a compelling market opportunity for an HBV curative regimen.
Currently, an estimated 32 million (13%) of a total of over 250 million people worldwide with cHBV infection are diagnosed and approximately 7 million (3%) are on treatment.
+Added: Approximately 40-50% of cHBV patients have baseline HBsAg <1000 IU/mL, representing a significant subpopulation of cHBV patients who may be more responsive to emerging combination therapies.
We believe that the introduction of an HBV curative regimen with a finite duration would substantially increase diagnosis and treatment rates for people with cHBV infection.
Current treatments and their limitations
−Removed: Today’s current treatment options for cHBV infection include pegylated interferon-α regimens (Peg-IFNα) and NA therapies.
−Removed: Peg-IFNα, a synthetic version of a substance produced by the body to fight infection, is administered by injection and has numerous side effects including flu-like symptoms and depression.
+Added: Today’s current treatment options for cHBV infection include IFN and NA therapies.
+Added: IFN, a synthetic version of a substance produced by the body to fight infection, is administered by injection and has numerous side effects including flu-like symptoms and depression.
NA therapies are oral antiviral medications which, when taken chronically, reduce HBV virus replication and inflammation and significantly reduce HBV DNA in the blood.
Oral NA therapies have become the standard-of-care for HBV treatment, mainly due to their ability to drive viral load to undetectable levels in the serum of patients, their single pill once-a-day dosing and favorable safety profile.
−Removed: However, in most cases, once Peg-IFNα and NA therapies are stopped, virus replication resumes and liver inflammation and fibrosis may still progress.
+Added: However, in most cases, once IFN and NA therapies are stopped, virus replication resumes and liver inflammation and fibrosis may still progress.
While these treatments reduce viral load, less than 10% of patients are functionally cured after a finite treatment duration.
2 unchanged sentences
Our pipeline includes two product candidates that target various steps in the HBV viral lifecycle and consists of the following programs:
−Removed: We continue to explore expansion opportunities for our pipeline through internal discovery and development activities and through potential strategic alliances.
+Added: We continue to explore expansion opportunities for our pipeline through potential strategic alliances.
RNAi therapeutic (imdusiran, AB-729)
1 unchanged sentence
RNAi therapeutics utilize a natural pathway within cells to silence genes by eliminating the disease-causing proteins that they code for.
−Removed: We are developing RNAi therapeutics that are designed to reduce HBsAg expression and other HBV antigens in people with cHBV infection.
+Added: We are developing an RNAi therapeutic, imdusiran (AB-729), that is designed to reduce HBsAg expression and other HBV antigens in people with cHBV infection.
Reducing HBsAg is widely believed to be a key prerequisite to enable a patient’s immune system to reawaken and respond against the virus.
−Removed: Imdusiran (AB-729) is a subcutaneously-delivered single-trigger RNAi therapeutic targeted to hepatocytes using our proprietary covalently conjugated GalNAc delivery technology.
−Removed: Imdusiran reduces all HBV antigens and inhibits viral replication.
−Removed: Phase 1a/1b single- and multiple-dose clinical trial (AB-729-001)
−Removed: In this three-part clinical trial, we investigated the safety, tolerability, pharmacokinetics, and pharmacodynamics of single- and multiple-doses of imdusiran in healthy subjects and in cHBV infected patients with the goal of identifying the most appropriate doses and dosing intervals to take forward into Phase 2 clinical development.
−Removed: Data from Part 3 of the AB-729-001 clinical trial was presented at the 2022 European Association for the Study of the Liver (EASL) International Liver Congress™ (ILC) and showed that repeat dosing of 60mg and 90mg of imdusiran in 41 patients resulted in robust and comparable HBsAg declines in HBeAg positive/negative and HBV DNA positive/negative patients at week 48 (1.89 to 2.15 log 10 decline in HBsAg).
−Removed: Fifty percent of the patients (16 out of 32) maintained HBsAg levels below 100 IU/mL 24 weeks after their last dose of imdusiran.
−Removed: Some patients treated with imdusiran experienced an increase in HBV-specific T-cells activation and a decrease in exhausted T-cells.
−Removed: In this trial, imdusiran was generally safe and well-tolerated.
−Removed: The clinical data for imdusiran continues to support its development as a potential cornerstone agent for a curative treatment regimen for cHBV infection.
−Removed: The efficacy and safety data for imdusiran, derived from up to one year of dosing, supported our view that 60 mg every 8 weeks was an appropriate dose to move forward in our Phase 2a clinical trials.
−Removed: Our strategy is to position imdusiran as a potential cornerstone therapeutic in future HBV combinations with AB-101 or other agents with
−Removed: potentially complementary mechanisms of action.
−Removed: To advance these efforts, we are evaluating imdusiran in Phase 2a proof-of-concept combination clinical trials with other agents with potentially complementary mechanisms as described below.
−Removed: Phase 2a proof-of-concept clinical trial to evaluate imdusiran in combination with Peg-IFNα-2a (AB-729-201)
−Removed: We have completed enrollment in a randomized, open label, multicenter Phase 2a proof-of-concept clinical trial investigating the safety and antiviral activity of imdusiran in combination with short courses of Peg-IFNα-2a and ongoing NA therapy in 43 stably NA-suppressed, HBeAg negative, non-cirrhotic patients with cHBV infection.
−Removed: The primary objective of this trial is to initially lower HBsAg levels with imdusiran and then administer Peg-IFNα-2a as an immunomodulator to promote anti-HBV immune reawakening.
−Removed: We believe that if we can lower HBsAg and promote immune reawakening, we may achieve and sustain undetectable HBV DNA and HBsAg levels, potentially leading to a functional cure.
−Removed: After 24-weeks of dosing with imdusiran (60mg every 8 weeks), patients are randomized into one of four arms to receive ongoing Peg-IFNα-2a plus NA therapy for either 12 or 24 weeks, with or without additional doses of imdusiran.
−Removed: After completion of the assigned Peg-IFNα-2a treatment period, all patients will remain on NA therapy for the initial 24-week follow-up period, and will then discontinue NA treatment, provided they meet protocol-defined stopping criteria.
−Removed: Patients who stop NA therapy will enter an intensive follow-up period for 48 weeks.
−Removed: At the EASL Congress in June 2023, we presented preliminary data from this clinical trial that suggests that the addition of Peg-IFNα-2a to imdusiran treatment was generally safe, well-tolerated and resulted in continued HBsAg declines in some patients.
−Removed: The mean HBsAg decline from baseline during the imdusiran lead-in phase was -1.6 log 10 at week 24 of treatment which is comparable to what was previously seen in other clinical trials with imdusiran.
−Removed: Four patients reached HBsAg below the lower limit of quantitation (LLOQ) for at least one timepoint during Peg-IFNα-2a treatment.
−Removed: We expect to provide end-of-treatment data for this clinical trial in the first half of 2024.
−Removed: Phase 2a proof-of-concept clinical trial to evaluate imdusiran in combination with Barinthus’ VTP-300 (AB-729-202)
−Removed: Through a clinical collaboration agreement with Barinthus that we entered into in July 2021, we have completed enrollment in AB-729-202, a Phase 2a proof-of-concept clinical trial evaluating the safety, antiviral activity and immunogenicity of Barinthus’ VTP-300, an HBV antigen specific immunotherapy, administered after imdusiran in patients with cHBV infection.
+Added: Imdusiran (AB-729) has the following advantages over other RNAi therapeutics in development for cHBV infection:
+Added: – Targeted to hepatocytes using our proprietary covalently conjugated GalNAc delivery technology which provides highly efficient liver-targeted uptake and enables subcutaneous dosing.
+Added: – Unique nucleotide sequence that is single trigger and targets all HBV transcripts including HBx from cccDNA and integrated DNA.
+Added: – Specific chemical modifications that reduce off-target effects while maintaining potency and providing durable liver exposure.
+Added: – Delivered at a low dose and less frequently.
+Added: – Immune activation properties with HBV-specific T-cell immune restoration and a decrease in exhausted T-cells in key responder patients.
+Added: – In combination with interferon and NA therapy, has provided the highest functional cure rates in cHBV patients to date with a 50% (3/6) functional cure rate in patients with HBsAg<1000 IU/mL at baseline.
+Added: IM-PROVE I Phase 2a proof-of-concept clinical trial evaluating imdusiran in combination with IFN
+Added: We have completed enrollment in IM-PROVE I, a randomized, open label, multicenter Phase 2a proof-of-concept clinical trial investigating the safety and antiviral activity of imdusiran in combination with a short course of IFN and ongoing NA therapy in 43 stably NA-suppressed, HBeAg negative, non-cirrhotic patients with cHBV infection.
+Added: The primary objective of this trial was to initially lower HBsAg levels with imdusiran and then administer IFN as an immunomodulator to promote anti-HBV immune reawakening.
+Added: We believe that if we can lower HBsAg and promote immune reawakening, we may achieve sustained HBsAg loss and HBV DNA <LLOQ, potentially leading to a functional cure.
+Added: After 24-weeks of dosing with imdusiran (60mg every 8 weeks, 4 doses) plus ongoing NA therapy, patients were randomized into one of four arms to receive a short course of IFN plus ongoing NA therapy for either 12 or 24 weeks, with or without an additional two doses of imdusiran.
+Added: After completion of the assigned IFN treatment period, all patients remained on NA therapy for the initial 24-week follow-up period, and then discontinued NA treatment, provided they met protocol-defined stopping criteria.
+Added: Patients who stopped NA therapy entered an intensive follow-up period for 48 weeks.
+Added: Select key data from patients in Cohort A1 of this Phase 2a clinical trial who received 6 doses of imdusiran, 24 weeks of IFN and ongoing NA therapy, as presented at the AASLD – The Liver Meeting ® in November 2024, include:
+Added: • 50% (3/6) of patients with baseline HBsAg <1000 IU/mL achieved a functional cure.
+Added: • Overall, 25% (3/12) of patients achieved a functional cure.
+Added: • Those patients that achieved a functional cure also seroconverted with anti-HBs levels increasing as patients lost HBsAg.
+Added: These data from the IM-PROVE I trial suggest that the combination of imdusiran and 24 weeks of IFN was generally safe and well-tolerated.
+Added: There were no serious adverse events related to imdusiran, IFN or NA therapy, and no adverse events leading to discontinuation.
+Added: The most common imdusiran-related treatment emergent adverse events (TEAEs) were transient alanine aminotransferase elevations and injection site bruising.
+Added: The IFN-related TEAEs were consistent with the known safety profile of IFN.
+Added: We are currently reviewing our pipeline and development plans for our hepatitis B programs.
+Added: IM-PROVE II Phase 2a proof-of-concept clinical trial evaluating imdusiran in combination with Barinthus’ VTP-300
+Added: Through a clinical collaboration agreement with Barinthus that we entered into in July 2021, we have completed enrollment in IM-PROVE II, a Phase 2a proof-of-concept clinical trial evaluating the safety, antiviral activity and immunogenicity of Barinthus’ VTP-300, an HBV antigen specific immunotherapy, administered after imdusiran in patients with cHBV infection.
The initial trial design enrolled 40 NA-suppressed, HBeAg negative or positive, non-cirrhotic cHBV infected patients.
−Removed: The primary objective of this trial is to initially lower HBsAg levels with imdusiran and then administer VTP-300 as an immunomodulator to promote anti-HBV immune reawakening.
−Removed: We believe that if we can lower HBsAg and promote immune reawakening, we may achieve and sustain undetectable HBV DNA and HBsAg levels, potentially leading to a functional cure.
−Removed: All patients will receive imdusiran (60mg every 8 weeks, 4 doses) plus NA therapy for 24 weeks.
−Removed: After week 24, treatment with imdusiran will stop.
−Removed: Patients will continue only on NA therapy and will be randomized to receive VTP-300 or placebo at week 26 and week 30.
−Removed: At week 48, all patients will be evaluated for eligibility to discontinue NA therapy and will be followed for an additional 24 to 48 weeks.
−Removed: The preliminary data from this clinical trial were presented at the AASLD Liver Meeting in November 2023 and included a subset of patients that received the two-dose VTP-300 regimen (28/40 patients) and available follow-up data to week 48 (12/40 patients) and showed the following:
−Removed: • Robust reductions of HBsAg were seen during the imdusiran treatment period (-1.86 log 10 mean reduction from baseline after 24 weeks of treatment).
−Removed: This decline in HBsAg is comparable to the declines seen with imdusiran in other clinical trials conducted to date.
−Removed: • 97% of the imdusiran treated patients (33/34) had HBsAg <100 IU/mL at the time of the first VTP-300/placebo dose.
−Removed: One patient reached <LLOQ with 24 weeks of imdusiran plus NA therapy alone.
−Removed: • VTP-300 treatment appears to contribute to the maintenance of low HBsAg levels in the early post-treatment period, as the mean HBsAg levels in the placebo group begin to increase starting ~12 weeks after the last dose of imdusiran.
−Removed: • All VTP-300 treated patients have maintained HBsAg <100 IU/mL through week 48, 60% have maintained HBsAg <10 IU/mL, and all have qualified to stop NA therapy.
−Removed: • Preliminary immunology data suggests HBV-specific T-cell IFN-γ production is enhanced in patients receiving imdusiran plus VTP-300 compared to placebo.
−Removed: • The preliminary safety data from this trial demonstrate that imdusiran and VTP-300 were both safe and well-tolerated.
−Removed: There were no serious adverse events, Grade 3 or 4 adverse events or treatment discontinuations.
−Removed: End-of-treatment data from this portion of the clinical trial are expected in the first half of 2024.
−Removed: Additionally, we amended the AB-729-202 protocol to include another cohort that will receive imdusiran, VTP-300 and low dose nivolumab (Opdivo ® ), an approved PD-1 inhibitor.
−Removed: In this additional cohort, approximately twenty patients will receive imdusiran (60mg every 8 weeks, 4 doses) plus NA therapy for 24 weeks, followed by administration of VTP-300 plus up to two low doses of nivolumab while remaining on NA therapy.
−Removed: At week 48, all patients will be evaluated for eligibility to discontinue NA therapy, and will be followed for an additional 24 to 48 weeks.
−Removed: Preliminary data from this additional cohort are expected in the second half of 2024.
−Removed: This clinical trial is being managed by us, subject to oversight by a joint development committee comprised of representatives from both companies.
−Removed: We and Barinthus retain full rights to our respective product candidates and will split all costs associated with the clinical trial.
−Removed: Pursuant to the agreement, the parties may undertake a larger Phase 2b clinical trial depending on the results of the initial Phase 2a clinical trial.
−Removed: Phase 2a proof-of-concept clinical trial to evaluate imdusiran in combination with durvalumab (AB-729-203)
−Removed: We intend to initiate an additional Phase 2a clinical trial in the first half of 2024 that will evaluate the safety, tolerability and antiviral activity of intermittent low doses of durvalumab, an approved anti-PD-L1 monoclonal antibody, in combination with imdusiran and ongoing standard-of-care NA therapy in patients with cHBV infection (AB-729-203).
−Removed: Insights gained from this clinical trial and the amended portion of the AB-729-202 clinical trial with nivolumab may inform dosing for our planned Phase 2 clinical trial combining imdusiran and AB-101.
+Added: The primary objective of this trial was to initially lower HBsAg levels with imdusiran and then administer VTP-300 as an immunomodulator to promote anti-HBV immune reawakening.
+Added: All patients received imdusiran (60mg every 8 weeks, 4 doses) plus NA therapy for 24 weeks.
+Added: After week 24, treatment with imdusiran was stopped.
+Added: Patients continued only on NA therapy and were randomized to receive VTP-300 or placebo at week 26 and week 30.
+Added: At week 48, all patients were evaluated for eligibility to discontinue NA therapy and are being followed for an additional 24 to 48 weeks.
+Added: Subsequently, we amended the IM-PROVE II clinical trial protocol to include another cohort that received imdusiran, VTP-300, NA therapy and low dose nivolumab (Opdivo ® ), an approved PD-1 inhibitor.
+Added: In this additional cohort, patients received imdusiran (60mg every 8 weeks, 4 doses) plus NA therapy for 24 weeks, followed by administration of VTP-300 plus up to two low doses of nivolumab while remaining on NA therapy.
+Added: At week 48, all patients were evaluated for eligibility to discontinue NA therapy, and are being followed for an additional 24 to 48 weeks.
+Added: The cohort that included low dose nivolumab was the best performing cohort in the IM-PROVE II clinical trial.
+Added: At the AASLD – The Liver Meeting ® in November 2024, we presented data from this clinical trial showing that the addition of low dose nivolumab increased rates of HBsAg loss in cHBV patients and 23% (3/13) of patients that received imdusiran, VTP-300, NA therapy and low dose nivolumab achieved HBsAg loss by week 48.
+Added: We are evaluating functional cure in these patients.
+Added: Treatment with imdusiran, VTP-300, NA therapy and low dose nivolumab was generally safe and well-tolerated.
+Added: There were no serious adverse events, Grade 3 or 4 adverse events or discontinuations due to adverse events.
+Added: The IM-PROVE II clinical trial is being managed by us, subject to oversight by a joint development committee comprised of representatives from both companies.
+Added: We and Barinthus retain full rights to our respective product candidates and are splitting all costs associated with the clinical trial.
+Added: Pursuant to the agreement, the parties could have undertaken a larger Phase 2b clinical trial depending on the results of the initial Phase 2a clinical trial.
+Added: However, in January 2025, Barinthus announced a shift in its strategic business focus that included postponing further development of VTP-300 after its ongoing VTP-300 clinical trials have concluded.
+Added: The parties do not intend to undertake a larger Phase 2b with this combination treatment regimen.
Oral PD-L1 Inhibitor (AB-101)
4 unchanged sentences
Immune checkpoints such as PD-1/PD-L1 play an important role in the induction and maintenance of immune tolerance and in T-cell activation.
−Removed: AB-101 is our oral PD-L1 inhibitor candidate that we believe will allow for controlled checkpoint blockade while minimizing the systemic safety issues typically seen with checkpoint antibody therapies.
−Removed: Preclinical data generated thus far indicates that AB-101 mediates activation and reinvigoration of HBV-specific T-cells from cHBV infected patients.
−Removed: In June 2022, we presented a poster at the 2022 EASL ILC highlighting data from a study that was designed to assess the preclinical activity of AB-101 and the compound’s ability to reinvigorate patient HBV-specific T-cells.
−Removed: Studies were conducted using a transgenic MC38 tumor mouse model and peripheral blood mononuclear cells (PBMCs) from cHBV infected patients.
−Removed: The data presented showed that once daily oral administration of AB-101 resulted in profound tumor reduction that was associated with T-cell activation.
−Removed: In addition, AB-101 activates and reinvigorates HBV-specific T-cells in vitro.
−Removed: Additionally, preclinical data in an HBV mouse model were presented at the 2022 AASLD Liver Meeting showing that monotherapy with AB-101 reduced PD-L1 in liver immune cells, confirming liver target engagement of the compound.
−Removed: Combination treatment with AB-101 and an HBV-targeting GalNAc-siRNA agent resulted in activation and increased frequency of HBV-specific T-cells and greater anti-HBsAg antibody production.
−Removed: This favorable preclinical profile supports further development of AB-101 as a therapeutic modality for cHBV infection treatment.
−Removed: We believe AB-101, when used in combination with imdusiran or other approved and investigational agents, could potentially lead to a functional cure in HBV chronically infected patients.
−Removed: In April 2023, we received verbal communication from the FDA that the AB-101 IND application had been placed on clinical hold.
−Removed: For purposes of clarity, the Phase 1 clinical trial had not been initiated and we had not dosed any patients with AB-101.
−Removed: In May 2023, we received the clinical hold letter from the FDA, which raised questions about certain preclinical data and aspects of the clinical trial design.
−Removed: We thus decided to pursue other regulatory pathways outside of the US while evaluating our path forward with the FDA.
−Removed: In July 2023, the New Zealand Medicine Safety Authority (Medsafe) approved our clinical trial application (CTA) for a Phase 1 clinical trial in New Zealand for AB-101, and we believe the protocol approved by Medsafe adequately addresses the clinical trial design and safety monitoring issues raised by the FDA.
−Removed: We included the clinical hold letter from the FDA as part of our CTA application with Medsafe.
+Added: AB-101 is our proprietary oral small-molecule PD-L1 inhibitor candidate that we believe will allow for controlled checkpoint blockade while minimizing the systemic safety issues typically seen with checkpoint inhibitor antibody therapies.
+Added: AB-101 is differentiated from monoclonal antibody checkpoint inhibitors such as durvalumab (anti-PD-L1) and nivolumab (anti-PD-1) because it is liver centric, has a much shorter duration of effect, which may provide dosing and safety advantages, and has a novel mechanism of action as it binds to PD-L1 on the surface of cells causing dimerization and internalization of the PD-L1 protein followed by degradation within hours.
Phase 1a/1b clinical trial to evaluate safety, tolerability and PK/PD of AB-101 (AB-101-001)
−Removed: We are currently dosing healthy subjects in our Phase 1a/1b clinical trial for AB-101 (AB-101-001).
−Removed: The AB-101-001 clinical trial is designed to investigate the safety, tolerability and PK/PD of single and multiple-ascending oral doses of AB-101 for up to 28 days in healthy subjects and patients with cHBV infection.
−Removed: The trial will be conducted in three parts starting with single ascending doses in healthy subjects, followed by multiple ascending doses in healthy subjects and culminating with multiple doses in patients with cHBV infection.
−Removed: Safety and PK/PD assessments will be performed prior to dose escalation in all parts of the clinical trial.
−Removed: We are advancing into Part 2 of this clinical trial which involves multiple-ascending doses of AB-101 in healthy subjects.
−Removed: Preliminary data from healthy subjects in Part 1 of this clinical trial, including target engagement and receptor occupancy data, are expected in the first half of 2024.
+Added: AB-101-001 is a Phase 1a/1b clinical trial designed to investigate the safety, tolerability and PK/PD of single and multiple-ascending oral doses of AB-101 for up to 28 days in healthy subjects and patients with cHBV infection.
+Added: The trial consists of three parts starting with single ascending doses in healthy subjects, followed by multiple ascending doses in healthy subjects and culminating with multiple doses in patients with cHBV infection.
+Added: Safety and PK/PD assessments are performed prior to dose escalation in all parts of the clinical trial.
+Added: Part 1 of this clinical trial enrolled four sequential cohorts of eight healthy subjects each (6 active:
+Added: 2 placebo) receiving a single dose of AB-101 at increasing dose levels.
+Added: The data showed that AB-101 was well-tolerated with evidence of dose-dependent receptor occupancy.
+Added: In the 25mg cohort, all five evaluable subjects showed evidence of receptor occupancy between 50-100%.
+Added: Part 2 of this clinical trial has enrolled to date two sequential cohorts of ten healthy subjects each receiving 10 mg or 25 mg of AB-101 (8 active:
+Added: 2 placebo) daily for seven days.
+Added: AB-101 was generally well-tolerated after repeat dosing in this clinical trial with evidence of dose-dependent receptor occupancy.
+Added: In the 25mg cohort, all subjects showed evidence of receptor occupancy, with seven of the eight subjects demonstrating receptor occupancy greater than 70% during the seven-day dosing period.
+Added: We have moved into Part 3 of this clinical trial which evaluates repeat doses of AB-101 for 28 days in patients with cHBV.
+Added: Next steps for AB-101 will be determined after we complete our review of our pipeline and development plans for our hepatitis B programs.
Other Collaborations, Royalty Entitlements and Intellectual Property Litigation
−Removed: Collaboration with Qilu Pharmaceutical Co., Ltd.
−Removed: In December 2021, we entered into a technology transfer and license agreement (the License Agreement) with Qilu, pursuant to which we granted Qilu a sublicensable, royalty-bearing license, under certain intellectual property owned by us, which is non-exclusive as to development and manufacturing and exclusive with respect to commercialization of imdusiran, including pharmaceutical products that include imdusiran, for the treatment or prevention of hepatitis B in China, Hong Kong, Macau and Taiwan (the Territory).
−Removed: In partial consideration for the rights granted by us, Qilu paid us a one-time upfront cash payment of $40 million on January 5, 2022 and agreed to pay us milestone payments totaling up to $245 million, net of withholding taxes, upon the achievement of certain technology transfer, development, regulatory and commercialization milestones.
−Removed: Qilu also agreed to pay us double-digit royalties into the low twenties percent based upon annual net sales of imdusiran in the Territory.
+Added: Qilu Pharmaceutical Co., Ltd.
+Added: In December 2021, we entered into a technology transfer and license agreement (the License Agreement) with Qilu, pursuant to which we granted Qilu a sublicensable, royalty-bearing license, under certain intellectual property owned by us, which is non-exclusive as to development and manufacturing and exclusive with respect to commercialization of imdusiran, including pharmaceutical products that include imdusiran, for the treatment or prevention of hepatitis B in China, Hong Kong, Macau and Taiwan (Greater China and Taiwan).
+Added: In partial consideration for the rights granted by us, Qilu paid us a one-time upfront cash payment of $40 million on January 5, 2022 and agreed to pay us up to $245 million, net of withholding taxes, upon the achievement of certain technology transfer, development, regulatory and commercialization milestones.
+Added: Qilu also agreed to pay us double-digit royalties into the low twenties percent based upon annual net sales of imdusiran in Greater China and Taiwan.
The royalties are payable on a product-by-product and region-by-region basis, subject to certain limitations.
−Removed: Qilu is responsible for all costs related to developing, obtaining regulatory approval for, and commercializing imdusiran for the treatment or prevention of hepatitis B in the Territory.
−Removed: Qilu is required to use commercially reasonable efforts to develop, seek regulatory approval for, and commercialize at least one imdusiran product candidate in the Territory.
+Added: Qilu is responsible for all costs related to developing, obtaining regulatory approval for, and commercializing imdusiran for the treatment or prevention of hepatitis B in Greater China and Taiwan.
+Added: Qilu is required to use commercially reasonable efforts to develop, seek regulatory approval for, and commercialize at least one imdusiran product candidate in Greater China and Taiwan.
A joint development committee has been established between us and Qilu to coordinate and review the development, manufacturing and commercialization plans.
−Removed: Both parties also have entered into a supply agreement and related quality agreement pursuant to which we will manufacture or have manufactured and supply Qilu with all quantities of imdusiran necessary for Qilu to develop and commercialize in the Territory until we have completed manufacturing technology transfer to Qilu and Qilu has received all approvals required for it or its designated contract manufacturing organization to manufacture imdusiran in the Territory.
+Added: Both parties also have entered into a supply agreement and related quality agreement pursuant to which we will manufacture or have manufactured and supply Qilu with all quantities of imdusiran necessary for Qilu to develop and commercialize in Greater China and Taiwan until we have completed manufacturing technology transfer to Qilu and Qilu has received all approvals required for it or its designated contract manufacturing organization to manufacture imdusiran in Greater China and Taiwan.
Concurrent with the execution of the License Agreement, we entered into a Share Purchase Agreement (the Share Purchase Agreement) with Anchor Life Limited, a company established pursuant to the applicable laws and regulations of Hong Kong and an affiliate of Qilu (the Investor), pursuant to which the Investor purchased 3,579,952 of our common shares at a purchase price of USD $4.19 per share, which was a 15% premium on the thirty-day average closing price of our common shares as of the close of trading on December 10, 2021 (the Share Transaction).
4 unchanged sentences
We have two royalty entitlements to Alnylam’s global net sales of ONPATTRO.
−Removed: In 2012, we entered into a license agreement with Alnylam that entitles Alnylam to develop and commercialize products with our lipid nanoparticle (LNP) delivery technology.
+Added: In 2012, we entered into a license agreement with Alnylam that entitles Alnylam to develop and commercialize products with our LNP delivery technology.
Alnylam’s ONPATTRO, which represents the first approved application of our LNP technology, was approved by the FDA and the European Medicines Agency (EMA) during the third quarter of 2018 and was launched by Alnylam immediately upon approval in the United States.
9 unchanged sentences
In April 2018, we entered into an agreement with Roivant Sciences Ltd.
−Removed: (Roivant), our largest shareholder, to launch Genevant Sciences Ltd.
−Removed: (Genevant), a company focused on a broad range of RNA-based therapeutics enabled by our LNP and ligand conjugate delivery technologies.
−Removed: We licensed rights to our LNP and ligand conjugate delivery platforms to Genevant for RNA-based applications outside of HBV, except to the extent certain rights had already been licensed to other third parties (the Genevant License).
+Added: (Roivant), our largest shareholder, to launch Genevant, a company focused on nucleic acid- and gene editing-based therapeutics enabled by our LNP and ligand conjugate delivery technologies.
+Added: We licensed rights to our LNP and ligand conjugate delivery platforms to Genevant outside of HBV, except to the extent certain rights had already been licensed to other third parties (the Genevant License).
We retained all rights to our LNP and conjugate delivery platforms for HBV.
8 unchanged sentences
Our entitlement to receive future royalties or sublicensing revenue from Genevant was not impacted by the recapitalization.
+Added: Patent Infringement Litigation vs.
+Added: United States:
+Added: On February 28, 2022, we and Genevant filed a lawsuit in the U.S.
+Added: District Court for the District of Delaware against Moderna, Inc.
+Added: and a Moderna affiliate (collectively, Moderna) seeking damages for infringement of U.S.
+Added: 8,058,069, 8,492,359, 8,822,668, 9,364,435, 9,504,651, and 11,141,378 in the manufacture and sale of MRNA-1273, Moderna’s vaccine for COVID-19.
+Added: The patents relate to nucleic acid-lipid particles and lipid vesicles, as well as compositions and methods for their use.
+Added: The lawsuit does not seek an injunction or otherwise seek to impede the sale, manufacture or distribution of MRNA-1273.
+Added: However, we seek fair compensation for Moderna’s use of our patented technology that was developed with great effort and at great expense, without which Moderna’s COVID-19 vaccine would not have been successful.
+Added: On May 6, 2022, Moderna filed a partial motion to dismiss the claims “relating to Moderna’s sale and provision of COVID-19 vaccine doses to the U.S.
+Added: Government.” On November 2, 2022, the court issued an Order denying Moderna’s motion.
+Added: On February 14, 2023, the U.S.
+Added: Department of Justice filed a Statement of Interest in the action.
+Added: On February 16, 2023, the court held an Initial Pretrial Conference after which it issued an Order, dated February 16, 2023, ordering that within 14 days of the issuance of the Order, the parties and the U.S.
+Added: Government were to submit letters regarding the impact of the Government’s Statement of Interest on the scheduling of the matter.
+Added: On March 10, 2023, the court reaffirmed its denial of Moderna’s motion to dismiss.
+Added: On March 16, 2023, the court held a Rule 16 scheduling conference, and on March 21, 2023, the court issued a scheduling order in the matter without setting a trial date.
+Added: The claim construction hearing was held on February 8, 2024.
+Added: On April 3, 2024, the court issued its opinion regarding the claims construction.
+Added: The court agreed with both of our positions regarding the Composition of Total Lipid (‘069) Patent that:
+Added: (i) the claimed molar percentage (mol.
+Added: %) ranges can be met by any particle and is not limited to “finished” particles that are not subjected to further process steps;
+Added: and (ii) that the claimed mol.
+Added: % ranges include standard variation based on the number of significant figures recited in the claim.
+Added: The court also agreed with our position regarding the Cationic Lipid with Protonatable Tertiary Amine (‘378) Patent that there is no limitation as to the mol.
+Added: % of the claimed cationic lipid.
+Added: Regarding the Encapsulation of mRNA (‘651) Patent, the court held that “wherein at least 70% / at least 80% / about 90% of the mRNA in the formulation is fully encapsulated in the lipid vesicles” means “wherein at least 70% / at least 80% / about 90% of the mRNA is fully, as distinct from partially, contained inside the lipid vesicles”.
+Added: On August 5, 2024, we and Genevant, along with Moderna, filed the Stipulation with the court that requested an amended case schedule to accommodate certain outstanding discovery from Moderna and third parties.
+Added: The court approved the amended case schedule and the start of the trial was moved from April 21, 2025 to September 24, 2025.
+Added: International:
+Added: On March 3, 2025, we and Genevant filed five international lawsuits against Moderna seeking to enforce patents protecting our patented lipid nanoparticle technology.
+Added: These five lawsuits target alleged infringing activities by Moderna in 30 countries, including Austria, Belgium, Bulgaria, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Slovenia, Spain, Sweden, Switzerland, and Turkey.
+Added: We and Genevant are seeking monetary relief and injunctions against Moderna’s COVID-19 vaccine and, where applicable, additional Moderna products, which Moderna has represented use the same lipid nanoparticle technology as the COVID-19 vaccine, including its RSV vaccine, which recently received regulatory approval in the U.S.
+Added: and European Union.
+Added: Where permitted to do so at this stage, we and Genevant submitted evidence from testing of commercial Moderna product samples sourced from the U.S.
+Added: and European Union indicating the samples contain lipid nanoparticles falling under the protective scope of the claims of our lipid composition patents.
+Added: The five international lawsuits are as follows:
+Added: Federal Court of Canada File No.
+Added: T-704-25, seeking a permanent injunction and damages or, if Genevant so elects, an accounting of Moderna’s profits, attributable to infringement of Canadian Patent No.
+Added: Tokyo District Court Case No.
+Added: 2025 (Wa) 70079, seeking a permanent injunction and reasonable royalty for infringement of Japanese Patent No.
+Added: • Switzerland:
+Added: a case seeking a permanent injunction and monetary relief, which upon later choice of Genevant and Arbutus can include surrender of profits, damages or a reasonable royalty, for infringement of EP 2 279 254.
+Added: • Unified Patent Court (UPC):
+Added: Case 10280/2025, seeking permanent and provisional injunctions, as well as monetary damages, which can include recovery of Moderna’s unfair profits, from infringement of EP 2 279 254.
+Added: Case 10280/2025, seeking permanent and provisional injunctions, as well as monetary damages, which can include recovery of Moderna’s unfair profits, from infringement of EP 4 241 767.
+Added: The five complaints are being served on Moderna pursuant to the service of process rules of the respective courts.
+Added: To date, Moderna has not responded to any of the five international lawsuits.
+Added: Patent Infringement Litigation vs.
+Added: Pfizer and BioNTech
+Added: On April 4, 2023, we and Genevant filed a lawsuit in the U.S.
+Added: District Court for the District of New Jersey against Pfizer Inc.
+Added: (Pfizer) and BioNTech SE (BioNTech) seeking damages for infringement of U.S.
+Added: and 11,318,098 in the manufacture and sale of any COVID-19 mRNA-LNP vaccines.
+Added: The patents relate to nucleic acid-lipid particles and their composition, manufacture, delivery and methods of use.
+Added: The lawsuit does not seek an injunction or otherwise seek to impede the sale, manufacture or distribution of any COVID-19 mRNA-LNP vaccines.
+Added: However, we seek fair compensation for Pfizer’s and BioNTech’s use of our patented technology that was developed with great effort and at great expense, without which their COVID-19 mRNA-LNP vaccines would not have been successful.
+Added: On July 10, 2023, Pfizer and BioNTech filed their answer to the complaint, affirmative defenses and counterclaims.
+Added: We and Genevant filed our answer to these counterclaims on August 14, 2023.
+Added: A scheduling conference was held on August 28, 2023 and the court issued a Letter Order on September 7, 2023 setting certain court dates.
+Added: The claim construction hearing occurred in December 2024.
+Added: The court is expected to provide its ruling on the claim construction and issue a further scheduling order, including the date for trial, in 2025.
+Added: Fact discovery in the action is ongoing.
Moderna Inter Partes Review Petition
10 unchanged sentences
The Supreme Court granted certiorari in US v.
−Removed: Athrex on October 13, 2020 (i.e.
−Removed: agreed to review the decision appealed from a lower court).
+Added: Athrex on October 13, 2020 (i.e., agreed to review the decision appealed from a lower court).
Until the Supreme Court rendered its opinion in US v.
11 unchanged sentences
A hearing was conducted before the Opposition Division of the EPO on October 10, 2019.
−Removed: At the conclusion of the hearing, the EPO upheld an auxiliary request adopting the amendment, as put forth by us, of certain claims of the ‘254 Patent.
+Added: At the conclusion of the hearing, the EPO
+Added: upheld an auxiliary request adopting the amendment, as put forth by us, of certain claims of the ‘254 Patent.
In February 2020 Moderna and Merck filed Notices of Appeal challenging the EPO’s grant of the auxiliary request.
5 unchanged sentences
We and Moderna informed the Board of Appeals that we would not object to a remittance of the matter without a hearing to the Opposition Division of the EPO.
−Removed: The hearing in this matter before the Board of Appeals was subsequently cancelled and resubmitted to the Opposition Division (i.e.
−Removed: lower board) of the EPO.
+Added: The hearing in this matter before the Board of Appeals was subsequently cancelled and resubmitted to the Opposition Division (i.e., lower board) of the EPO.
On October 31, 2023, the Opposition Division issued a summons for oral proceedings and provided its preliminary and non-binding opinion on the subject matter to be discussed at the hearing.
On November 3, 2023, we responded to the summons and on January 15, 2024, Moderna and Merck filed their reply to the written opinion of the Opposition Division, as well as to our written submission of November 3, 2023.
−Removed: We have until April 5, 2024 to respond to Moderna and Merck’s reply.
−Removed: Oral proceedings are presently scheduled to be held on June 6, 2024.
+Added: We responded to Moderna and Merck’s reply on April 5, 2024.
+Added: Oral proceedings were held on June 6, 2024, and the Opposition Division upheld the ‘254 Patent but declined our and Genevant’s request to broaden certain claims in the ‘254 Patent.
+Added: Both parties appealed the Opposition Division’s decision and on March 21, 2025, the Board of Appeals scheduled oral proceedings for January 15 and 16, 2026.
While we are the patent holder, the ‘127 Patent, the ‘254 Patent, the other patents in our LNP portfolio have been licensed to Genevant and are included in the rights licensed by us to Genevant under the Genevant License.
−Removed: Patent Infringement Litigation vs.
−Removed: On February 28, 2022, we and Genevant filed a lawsuit in the U.S.
−Removed: District Court for the District of Delaware against Moderna, Inc.
−Removed: and a Moderna affiliate (collectively, Moderna) seeking damages for infringement of U.S.
−Removed: 8,058,069, 8,492,359, 8,822,668, 9,364,435, 9,504,651, and 11,141,378 in the manufacture and sale of MRNA-1273, Moderna’s vaccine for COVID-19.
−Removed: The patents relate to nucleic acid-lipid particles and lipid vesicles, as well as compositions and methods for their use.
−Removed: The lawsuit does not seek an injunction or otherwise seek to impede the sale, manufacture or distribution of MRNA-1273.
−Removed: However, we seek fair compensation for Moderna’s use of our patented technology that was developed with great effort and at great expense, without which Moderna’s COVID-19 vaccine would not have been successful.
−Removed: On May 6, 2022, Moderna filed a partial motion to dismiss the claims “relating to Moderna’s sale and provision of COVID-19 vaccine doses to the U.S.
−Removed: Government.” On November 2, 2022, the Court issued an Order denying Moderna’s motion.
−Removed: On November 30, 2022, Moderna filed its Answer to the Complaint and Counterclaims.
−Removed: We and Genevant filed our Answer to Moderna’s Counterclaims on December 21, 2022.
−Removed: On February 14, 2023, the U.S.
−Removed: Department of Justice filed a Statement of Interest in the action.
−Removed: On February 16, 2023, the Court held an Initial Pretrial Conference after which it issued an Order, dated February 16, 2023, ordering that within 14 days of the issuance of the Order, the parties and the U.S.
−Removed: Government were to submit letters regarding the impact of the Governments’ Statement of Interest on the scheduling of the matter.
−Removed: On March 10, 2023, the Court reaffirmed its denial of Moderna’s motion to dismiss.
−Removed: On March 16, 2023, the Court held a Rule 16 scheduling conference, and on March 21, 2023, the Court issued a scheduling order in the matter without setting a trial date.
−Removed: On June 9, 2023, the Court granted the parties’ request to extend the time for claim construction briefing.
−Removed: The claim construction hearing was held on February 8, 2024.
−Removed: According to the Court Scheduling Order, which was issued on March 21, 2023, the court is expected to issue its claim construction order within 60 days of conclusion of the claim construction hearing.
−Removed: Expert testimony and depositions will then follow.
−Removed: A trial date has been set for April 21, 2025 and is subject to the Court’s availability.
−Removed: Patent Infringement Litigation vs.
−Removed: Pfizer and BioNTech
−Removed: On April 4, 2023, we and Genevant filed a lawsuit in the U.S.
−Removed: District Court for the District of New Jersey against Pfizer Inc.
−Removed: (Pfizer) and BioNTech SE (BioNTech) seeking damages for infringement of U.S.
−Removed: and 11,318,098 in the manufacture and sale of any COVID-19 mRNA-LNP vaccines.
−Removed: The patents relate to nucleic acid-lipid particles and their composition, manufacture, delivery and methods of use.
−Removed: The lawsuit does not seek an injunction or otherwise seek to impede the sale, manufacture or distribution of any COVID-19 mRNA-LNP vaccines.
−Removed: However, we seek fair compensation for Pfizer’s and BioNTech’s use of our patented technology that was developed with great effort and at great expense, without which their COVID-19 mRNA-LNP vaccines would not have been successful.
−Removed: On July 10, 2023, Pfizer and BioNTech filed their answer to the complaint, affirmative defenses and counterclaims.
−Removed: We and Genevant filed our answer to these counterclaims on August 14, 2023.
−Removed: A scheduling conference was held on August 28, 2023 and the Court issued a Letter Order on September 7, 2023 setting dates up to but not including the date for a claim construction hearing.
−Removed: Scheduling of the claim construction hearing and subsequent case dates, including the date for trial, will be set at a later time that is yet to be determined.
−Removed: Document and written discovery in the action is ongoing.
−Removed: Acuitas Declaratory Judgment Lawsuit
−Removed: On March 18, 2022, Acuitas filed a lawsuit against us and Genevant in the U.S.
−Removed: District Court for the Southern District of New York, asking the court to enter declaratory judgment that Arbutus patent Nos.
−Removed: 8,058,069, 8,492,359, 8,822,668, 9,006,417, 9,364,435, 9,404,127, 9,504,651, 9,518,272, and 11,141,378 do not infringe Pfizer and BioNTech’s COVID-19 vaccine, COMIRNATY, which uses an mRNA lipid provided, under license, by Acuitas.
−Removed: Acuitas also seeks a declaration that each of the listed patents is invalid.
−Removed: On June 24, 2022, we and Genevant sought a pre-motion conference concerning our anticipated motion to dismiss all of Acuitas’ claims due to lack of subject matter jurisdiction.
−Removed: The request for a pre-motion conference was granted, but the case was subsequently re-assigned to a new judge who entered an order directing:
−Removed: (i) Acuitas to inform the court whether it intended to file an amended complaint;
−Removed: (ii) that Acuitas must file any amended complaint by a certain date;
−Removed: and (iii) that if Acuitas did not file an amended complaint, we and Genevant must file our motion to dismiss by a certain date.
−Removed: Acuitas filed its amended complaint on September 6, 2022.
−Removed: On October 4, 2022, we and Genevant filed our motion to dismiss the Acuitas action for lack of subject matter jurisdiction based on the lack of a case or controversy.
−Removed: Acuitas filed its opposition to the motion to dismiss on November 1, 2022, and we and Genevant filed our reply brief on November 16, 2022 at which point the motion was fully briefed.
−Removed: A status conference for the action was set for August 9, 2023, however on August 4, 2023, Acuitas voluntarily dismissed its complaint in the Southern District of New York and refiled a virtually identical complaint in
−Removed: the District Court of New Jersey (D.
−Removed: N.J.) where the Pfizer/BioNTech matter is currently pending, except that the 9,404,127 patent is not at issue in the New Jersey action, and Acuitas also added two additional patents to its New Jersey declaratory judgment action ((U.S.
−Removed: 11,298,320 and 11,318,098) that were not at issue in its New York action.
−Removed: On September 15, 2023, we and Genevant filed a letter with the Court seeking a premotion conference for a motion to dismiss and subsequently filed our and Genevant’s motion to dismiss on October 13, 2023.
−Removed: Acuitas filed its opposition on November 1, 2023 and we and Genevant filed our reply on November 16, 2023.
−Removed: Acuitas filed a request to commence discovery on November 18, 2023, to which we and Genevant responded on November 20, 2023.
−Removed: A ruling on the motion to dismiss, which is expected to be decided on the papers, has not yet issued.
−Removed: Discovery has not yet commenced in this action.
Potential Additional Payments Related to the Acquisition of Enantigen Therapeutics, Inc.
1 unchanged sentence
(Enantigen) pursuant to a stock purchase agreement.
−Removed: The amount paid to Enantigen’s selling shareholders could be up to an additional $102.5 million in sales performance milestones in connection with the sale of the first commercialized product by us for the treatment of HBV, regardless of whether such product is based upon assets acquired under this agreement, and a low single-digit royalty on net sales of such first commercialized HBV product, up to a maximum royalty payment of $1.0 million that, if paid, would be offset against our performance milestone payment obligations.
+Added: The amount paid to Enantigen’s selling shareholders could be up to an additional $102.5 million in sales performance milestones in connection with the sale of the first commercialized product by us for the treatment of HBV, regardless of whether such product is based upon assets acquired under this stock purchase agreement, and a low single-digit royalty on net sales of such first commercialized HBV product, up to a maximum royalty payment of $1.0 million that, if paid, would be offset against our performance milestone payment obligations.
Patents and Proprietary Rights
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We also rely on trademarks, trade secrets, know how, continuing technological innovation and potential in licensing opportunities to develop and maintain our proprietary position.
−Removed: In addition to our proprietary expertise, we own a portfolio of patents and patent applications directed to HBV core/capsid protein assembly inhibitors, HBV surface antigens secretion inhibitors, coronavirus main protease inhibitors, LNP inventions, LNP compositions for delivering nucleic acids such as mRNA and RNAi, the formulation and manufacture of LNP-based pharmaceuticals, chemical modification of RNAi molecules, and RNAi drugs and processes directed at particular disease indications.
+Added: In addition to our proprietary expertise, we own a portfolio of patents and patent applications directed to RNAi drugs and processes directed at particular disease indications, chemical modification of RNAi molecules, LNP inventions, LNP compositions for delivering nucleic acids such as mRNA and RNAi, and the formulation and manufacture of LNP-based pharmaceuticals.
In the United States our patents might be challenged by inter partes review or opposition proceedings.
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Further, our failure to prevail in any such proceedings could limit the patent protection available to our therapeutic HBV programs, coronavirus programs or RNAi platform, including our product candidates.
−Removed: We own more than 55 patent families related to our compounds, formulations, and technology, but we cannot be certain that issued patents will be enforceable or provide adequate protection or that pending patent applications will result in issued patents.
+Added: We own many patent families related to our compounds, formulations, and technology, but we cannot be certain that issued patents will be enforceable or provide adequate protection or that pending patent applications will result in issued patents.
The following table shows the estimated expiration dates, based on filing dates of pending patent applications, in the United States and the European Union for the primary patents for our product candidates currently in clinical trials.
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Employee Composition
−Removed: As of December 31, 2023, we had 73 full-time employees, 51 of whom were engaged in research and development, including two medical doctors, 28 individuals with Doctors of Philosophy (PhD) degrees, and another 21 individuals with Master of Science degrees.
−Removed: Our workforce is 50% female and 31% of our employees holding a position of vice president or higher are female.
+Added: As of December 31, 2024, we had 44 full-time employees.
+Added: In the first quarter of 2025, our Board took action to reduce our workforce by 57% resulting in a total workforce after reductions of 19 employees.
None of our employees are represented by a labor union or covered by a collective bargaining agreement, nor have we experienced any work stoppages.
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In order to promote long-term retention and to maximize the potential of our employees, we provide individualized performance management programs.
−Removed: We also offer needs-based supplemental training to our employees.
−Removed: In order to monitor employee satisfaction and as well to identify ways in which employee satisfaction and engagement can be improved, we also survey our employees on a regular basis, reporting the results of the surveys to management and to our board of directors.
−Removed: We continue to score very well on our employee surveys and our voluntary employee turnover remains well under industry average based on market data.
+Added: We also offer needs-based supplemental training as well as mandatory compliance training to our employees.
+Added: In order to monitor employee satisfaction and as well to identify ways in which employee satisfaction and engagement can be improved, we also survey our employees on an annual basis, reporting the results of the surveys to management and to our Board.
+Added: We continue to score well on our employee surveys and our voluntary employee turnover remains well under industry average based on market data.
Compensation and Benefits
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In addition, we allow our employees to have a flexible work schedule and, to the extent possible, depending on the nature of the work, remote and hybrid work arrangements.
−Removed: We believe our focus on total rewards and work-life balance contributed to our having been named one of Philadelphia Business Journal’s Best Places to Work in 2022, a prestigious award that is based on employee survey results.
Environmental, Social and Governance
Environmental
−Removed: We are a pre-commercial company of less than one hundred employees, engaged in research and development.
−Removed: Manufacturing activities to support these activities is almost entirely outsourced and biohazardous and chemical waste disposal is handled by
−Removed: third party vendors.
+Added: We are a pre-commercial company engaged in clinical development with less than fifty employees.
+Added: Manufacturing activities to support these activities is almost entirely outsourced and biohazardous and chemical waste disposal is handled by third-party
Although our environmental footprint is subsequently small, we regularly review and evaluate our energy use to identify ways in which we can maximize efficiencies and minimize waste.
The culture at Arbutus reflects our commitment to our employees, to our community, and to making a meaningful contribution to world health.
−Removed: We are active in community outreach and participate in many local charities serving underserved communities in the Philadelphia area, including partnering with Life Sciences Cares Philadelphia.
+Added: We are active in community outreach and contribute to local charities serving underserved communities in the Buck County, Pennsylvania area.
Safety in the Workplace
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We also solicit employee and contractor recommendations to improve on the safety of our working conditions.
+Added: Our efforts resulted in zero reportable workplace injuries in 2024.
Diversity, Equity and Inclusion
−Removed: Our commitment to diversity and inclusion is demonstrated by our placement of ultimate responsibility for diversity, equity and inclusion with our board of directors, informed by the recommendations of management and the board’s Nominating and Governance Committee.
−Removed: Our Code of Business Conduct (the Code of Conduct) prohibits discrimination and harassment of any kind, including discrimination or harassment based on age, race, ethnicity, religion, gender, sexual preference and disability.
+Added: Our commitment to diversity and inclusion is demonstrated by our placement of ultimate responsibility for diversity, equity and inclusion with our Board, informed by the recommendations of management and our Board’s Nominating and Governance Committee.
+Added: Our Code of Business Conduct (the Code of Conduct) prohibits discrimination and harassment of any kind, including discrimination or harassment based on age, race, national origin, color, religion, gender identity or expression, pregnancy status, sexual orientation, genetic information and disability.
In addition to our anti-harassment and human rights policies, we also require mandatory annual training in unconscious bias and anti-harassment.
−Removed: Some of the diversity and inclusion initiatives at Arbutus include the formation of a Diversity and Inclusion Committee comprised of Arbutus employees and the broadening of the geographical reach of our recruitment efforts.
−Removed: We also celebrate Juneteenth as a corporate holiday.
Our Contribution to World Health
We are dedicated to meaningfully contributing to world health.
−Removed: We are pursuing the mission of finding a functional cure for hepatitis B viral infections, an unmet medical need affecting over 290 million people worldwide.
+Added: We are pursuing the mission of developing a functional cure for hepatitis B viral infections, an unmet medical need affecting over 250 million people worldwide.
As stated in our Code of Conduct, we are committed to complying with all applicable laws, rules and regulations not just in the United States and Canada, but in all the countries in which we operate.
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Many of our competitors, either alone or with their collaborative partners, have significantly greater financial, product development, technical, manufacturing, sales, and marketing resources than we do.
−Removed: In addition, many of our direct competitors are large pharmaceutical companies with internal research and development departments that have significantly greater experience in
−Removed: testing product candidates, obtaining FDA and other regulatory approvals of product candidates, and achieving widespread market acceptance for those products.
+Added: In addition, many of our direct competitors are large pharmaceutical companies with internal research and development departments that have significantly greater experience in testing product candidates, obtaining FDA and other regulatory approvals of product candidates, and achieving widespread market acceptance for those products.
As a significant unmet medical need exists for HBV, there are several large and small pharmaceutical companies focused on delivering singular or combinations of therapeutics for the treatment of HBV.
−Removed: These companies include, but are not limited to, GlaxoSmithKline, Roche, Vir Biotechnology, Gilead Sciences, Assembly, Enanta Pharmaceuticals, Aligos Therapeutics, Barinthus, Ascletis Pharma, Inc.
+Added: These companies include, but are not limited to, GlaxoSmithKline, Gilead Sciences, Assembly, Aligos Therapeutics, Bluejay Therapeutics, Inc., AusperBio Therapeutics, Inc.
and Brii Biosciences Ltd.
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Additionally, each clinical trial must be reviewed, approved and conducted under the auspices of an Institutional Review Board (IRB).
−Removed: The sponsor of a clinical trial, the investigators and IRBs each must comply with requirements and restrictions that govern, among other things, obtaining informed consent from each study subject, complying with the protocol and investigational plan, adequately monitoring the clinical trial, and timely reporting AEs.
+Added: The sponsor of a clinical trial, the investigators and IRBs each must comply with requirements and restrictions that govern, among other things, obtaining informed consent from each study subject, complying with the protocol and investigational plan, adequately monitoring the clinical trial, and timely reporting adverse effects.
Foreign studies conducted under an IND must meet the same requirements applicable to studies conducted in the United States.
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That deadline can be extended under certain circumstances, including by the FDA’s requests for additional information.
−Removed: The targeted action date can also be shortened to 6 months of the 60-day filing date, or 8 months after NDA submission for product candidates that are granted priority review designation because they are intended to treat serious or life-threatening conditions and demonstrate the potential to address unmet medical needs.
+Added: The targeted action date can also be shortened to 6 months of the 60-day filing date, or 8 months after NDA submission for product candidates that are granted priority review designation because they are intended to treat serious or life-threatening conditions and, if approved, would provide a significant improvement in safety or effectiveness when compared to standard application.
The FDA has other programs to expedite development and review of product candidates that address serious or life-threatening conditions.
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Product candidates with Fast Track designation also may be eligible for more frequent meetings and correspondence with the FDA about the product candidate’s development.
−Removed: Another FDA program intended to expedite development is the Accelerated Approval pathway, which allows approval on the basis of a surrogate endpoint that is reasonably likely to predict clinical benefit or on an intermediate clinical endpoint.
+Added: Another FDA program intended to expedite development is the Accelerated Approval pathway, which allows approval on the basis of a surrogate endpoint that is reasonably likely to predict clinical benefit or on an intermediate clinical endpoint that is reasonably likely to predict clinical benefit.
To qualify for review under the Accelerated Approval pathway, a product candidate must treat a serious condition, provide a meaningful advantage over available therapies, and demonstrate an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on an intermediate clinical endpoint.
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FDORA gives the agency significant flexibility in setting forth such conditions, which may include enrollment targets, study protocol and milestones—including the target date of study completion.
−Removed: The FDA may also require, as appropriate, that certain post-approval studies be underway prior to Accelerated Approval or within a specified time from the
−Removed: date of approval.
+Added: The FDA may also require, as appropriate, that certain
+Added: post-approval studies be underway prior to Accelerated Approval or within a specified time from the date of approval.
Accelerated Approval sponsors are required to report progress every six months on required post-approval trials.
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Obtaining approval can take years, requires substantial resources and depends on a number of factors, including the severity of the targeted disease or condition, the availability of alternative treatments, and the risks and benefits demonstrated in clinical trials.
−Removed: Additionally, as a condition of approval, the FDA may impose restrictions that could affect the commercial prospects of a product and increase our costs, such as a Risk Evaluation and Mitigation Strategy (REMS), and/or post-approval commitments to conduct additional clinical trials or non-clinical studies or to conduct surveillance programs to monitor the product’s effects.
+Added: Additionally, as a condition of approval, the FDA may impose restrictions that could affect the commercial prospects of a product and increase our costs, such as a Risk Evaluation and Mitigation Strategy (REMS), and/or post-marketing requirements to conduct additional clinical trials or non-clinical studies or to conduct surveillance programs to monitor the product’s effects.
Under the Pediatric Research Equity Act (PREA), certain applications for approval must also include an assessment, generally based on clinical study data, of the safety and effectiveness of the subject product in relevant pediatric populations, unless a waiver or deferral is granted.
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The sponsor of an ANDA or 505(b)(2) application seeking to rely on an approved product as the RLD or listed drug must make one of several certifications regarding each patent for the RLD that is listed in the FDA publication, Approved Drug Products with Therapeutic Equivalence Evaluations , which is referred to as the Orange Book .
−Removed: A “Paragraph I” certification is the sponsor’s statement that patent information has not been filed for the RLD.
−Removed: A “Paragraph II” certification is the sponsor’s
−Removed: statement that the RLD’s patents have expired.
+Added: A “Paragraph I” certification is the
+Added: sponsor’s statement that patent information has not been filed for the RLD.
+Added: A “Paragraph II” certification is the sponsor’s statement that the RLD’s patents have expired.
A “Paragraph III” certification is the sponsor’s statement that it will wait for the patent to expire before obtaining approval for its product.
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In April 2023, the European Commission published a proposal to reform this system.
−Removed: In this proposal, the current standard period of regulatory data protection will be reduced from eight years to six years.
−Removed: The legislative process for this reform is expected to take several years.
+Added: In the Commission’s proposal, the current standard period of regulatory data protection would be reduced from eight years to six years.
+Added: In the adopted position of the European Parliament, the baseline of 8 years of data protection will be reduced to 7.5 years.
+Added: The legislative process for this reform is expected to take several years, and adoption of the new legislation is not expected to take place before 2026.
It is currently uncertain if the proposal will be adopted in its current form, and it is uncertain if and when the revised legislation would enter into force.
Emergency Use Authorization (EUA).
−Removed: The Secretary of Health and Human Services may authorize unapproved medical products to be marketed in the context of an actual or potential emergency that has been designated by the U.S.
+Added: The Secretary of Health and Human Services may authorize unapproved medical products to be marketed in the context of an actual or potential emergency that has been designated by the United States government.
The COVID-19 pandemic has been designated as such a national emergency.
−Removed: After an emergency has been announced, the Secretary of Health and Human Services may authorize the issuance of and the FDA Commissioner may issue EUAs for the use of specific products based on criteria established by the FDCA, including that the product at issue may be effective in diagnosing, treating, or preventing serious or life-threatening diseases when there are no adequate, approved, and available alternatives.
+Added: After an emergency has been announced, the Secretary of Health and Human Services may authorize the issuance of and the FDA Commissioner may issue EUAs for the use of specific products based on criteria established by the FDCA, including that the product at issue may be
+Added: effective in diagnosing, treating, or preventing serious or life-threatening diseases when there are no adequate, approved, and available alternatives.
Although the criteria of an EUA differ from the criteria for approval of an NDA, EUAs nevertheless require the development and submission of data to satisfy the relevant FDA standards, and a number of ongoing compliance obligations.
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New legislation is passed periodically in Congress, or at the state level, that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA.
−Removed: Further, the FDA revises its regulations and guidance in light of new legislation in ways that may affect our business or product candidates.
+Added: Further, the FDA revises its regulations and guidance in light of new legislation or may revise, withdraw, or issue new regulations and guidance in light of the priorities of the new presidential administration in ways that may affect our business or product candidates.
It is impossible to predict whether other changes to legislation, regulation, or guidance will be enacted, or what the impact of such changes, if any, may be.
However, an important and foreseeable example of new legislation is the forthcoming European Union pharmaceutical legislation revision.
−Removed: The European Commission presented a legislative proposal in April 2023 that would change European Union pharmaceutical law with respect to for example regulatory data exclusivity, environmental risk assessment, medicines shortages and other topics.
+Added: The European Commission presented a legislative proposal in April 2023 that would change European Union pharmaceutical law with respect to for example regulatory data exclusivity, environmental risk assessment, medicines
+Added: shortages and other topics.
+Added: In April 2024, the European Parliament adopted its position on the Commission’s proposal, amending some of the proposed legislation.
The legislative process for this reform is expected to take several years.
It is currently uncertain if the proposal will be adopted in its current form, and it is uncertain if and when the revised legislation would enter into force.
+Added: Adoption of the legislation is not expected to take place before 2026.
Other Requirements .
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At such time as we market, sell and distribute any products for which we obtain marketing approval, it is possible that our business activities could be subject to scrutiny and enforcement under one or more federal or state health care fraud and abuse laws and regulations, which may constrain the business or financial arrangements and relationships through which we market, sell and distribute any products for which we obtain marketing approval.
−Removed: These restrictions under applicable federal and state health care fraud and abuse laws and regulations that may affect our ability to operate include:
−Removed: federal Anti-Kickback Law, which prohibits, among other things, knowingly or willingly offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or in kind, to induce or reward the purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any health care items or service for which payment may be made, in whole or in part, by federal healthcare programs such as Medicare and Medicaid.
+Added: The applicable federal and state health care fraud and abuse laws and regulations that may affect our ability to operate include:
+Added: • The United States federal Anti-Kickback Law, which prohibits, among other things, knowingly or willingly offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or in kind, to induce or reward the purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any health care items or service for which payment may be made, in whole or in part, by federal healthcare programs such as Medicare and Medicaid.
This statute has been interpreted to apply to arrangements between pharmaceutical companies on one hand and prescribers, purchasers and formulary managers on the other.
−Removed: Liability may be established under the U.S.
−Removed: federal Anti-Kickback Law without proving actual knowledge of the statute or specific intent to violate it.
−Removed: In addition, the government may assert that a claim including items or services resulting from a violation of the U.S.
−Removed: federal Anti-Kickback Law constitutes a false or fraudulent claim for purposes of the U.S.
−Removed: federal civil False Claims Act.
−Removed: Although there are a number of statutory exemptions and regulatory safe harbors to the U.S.
−Removed: federal Anti-Kickback Law protecting certain common business arrangements and activities from prosecution or regulatory sanctions, the exemptions and safe harbors are drawn narrowly, and practices that do not fit squarely within an exemption or safe harbor, or for which no exception or safe harbor is available, may be subject to scrutiny.
−Removed: federal civil False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government.
+Added: Liability may be established under the United States federal Anti-Kickback Law without proving actual knowledge of the statute or specific intent to violate it.
+Added: In addition, the government may assert that a claim including items or services resulting from a violation of the United States federal Anti-Kickback Law constitutes a false or fraudulent claim for purposes of the United States federal civil False Claims Act.
+Added: Although there are a number of statutory exemptions and regulatory safe harbors to the United States federal Anti-Kickback Law protecting certain common business arrangements and activities from prosecution or regulatory sanctions, the exemptions and safe harbors are drawn narrowly, and practices that do not fit squarely within an exemption or safe harbor, or for which no exception or safe harbor is available, may be subject to scrutiny.
+Added: • The United States federal civil False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government.
Actions under the False Claims Act may be brought by the United States Attorney General or as a qui tam action by a private individual (a whistleblower) in the name of the government and the individual, and the whistleblower may share in any monetary recovery.
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and inflating prices reported to private price publication services, which are used to set drug payment rates under government healthcare programs.
−Removed: In addition, in recent years the government has pursued civil False Claims Act cases against a number of pharmaceutical companies for causing false claims to be submitted as a result of the marketing of their products for unapproved, and thus non-reimbursable, uses.
−Removed: Because of the threat of treble damages and mandatory penalties per false or fraudulent claim or statement, healthcare and pharmaceutical companies often resolve allegations without admissions of liability for significant and material amounts.
+Added: In addition, the government has pursued civil False Claims Act cases against a number of pharmaceutical companies for causing false claims to be submitted as a result of the marketing of their products for unapproved, and thus non-reimbursable, uses.
+Added: Because of the threat of treble damages and mandatory penalties per false or fraudulent claim or statement, healthcare and pharmaceutical companies often resolve allegations for significant and material amounts.
Pharmaceutical and other healthcare companies also are subject to other federal false claim laws, including, among others, federal criminal healthcare fraud and false statement statutes that extend to non-government health benefit programs.
−Removed: • The fraud provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), which impose criminal liability for knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payors, and prohibit knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation, or making or using any false writing or document knowing the same to contain any materially false fictitious or fraudulent statement or entry, in connection with the delivery of or payment for healthcare benefits, items or services.
+Added: • The fraud provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), which impose criminal liability for knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payors, and prohibit knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation, or making or using any false writing
+Added: or document knowing the same to contain any materially false fictitious or fraudulent statement or entry, in connection with the delivery of or payment for healthcare benefits, items or services.
• Analogous state and local laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;
−Removed: state and foreign laws that require pharmaceutical companies to comply
−Removed: with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers;
+Added: state and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers;
state laws that restrict the ability of manufacturers to offer co-pay support to patients for certain prescription drugs;
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state laws and local ordinances that require identification or licensing of sales representatives.
−Removed: federal Physician Payment Sunshine Act, being implemented as the Open Payments Program, which requires manufacturers of drugs, devices, biologics, and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare and Medicaid Services (CMS) information related to direct or indirect payments and other transfers of value to physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, certified nurse-midwives, and teaching hospitals, as well as ownership and investment interests held in the company by physicians and their immediate family members.
+Added: • The United States federal Physician Payment Sunshine Act, being implemented as the Open Payments Program, which requires manufacturers of drugs, devices, biologics, and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare and Medicaid Services (CMS) information related to direct or indirect payments and other transfers of value to physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, certified nurse-midwives, and teaching hospitals, as well as ownership and investment interests held in the company by physicians and their immediate family members.
• The federal Foreign Corrupt Practices Act of 1997 and other similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from providing money or anything of value to officials of foreign governments, foreign political parties or international organizations with the intent to obtain or retain business or seek a business advantage.
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The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues that may affect our business, including recently enacted laws in all jurisdictions where we operate.
−Removed: Numerous federal and state laws, including state security breach notification laws, state health information privacy laws, state genetic privacy laws, and federal and state consumer protection and privacy laws, (including, for example, Section 5 of the Federal Trade Commission Act (FTC Act), and the California Consumer Privacy Act (CCPA)) govern the collection, use and disclosure of personal information.
+Added: Numerous federal and state laws, including state security breach notification laws, state health information privacy laws, state genetic privacy laws, and federal and state consumer protection and privacy laws, (including, for example, Section 5 of the Federal Trade Commission Act (FTC Act) and the Health Breach Notification Rule, and the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA)) govern the collection, use and disclosure of personal information.
These laws may differ from each other in significant ways, thus complicating compliance efforts.
Federal regulators, state attorneys general, and plaintiffs’ attorneys have been and will likely continue to be active in this space.
−Removed: Activities outside of the U.S.
−Removed: implicate local and national data protection standards, impose additional compliance requirements and generate additional risks of enforcement for non-compliance.
+Added: Activities outside of the United States implicate local and national data protection standards, impose additional compliance requirements and generate additional risks of enforcement for non-compliance.
The European Union’s General Data Protection Regulation, including as implemented in the United Kingdom, (collectively, GDPR) and other data protection, privacy and similar national, state/provincial and local laws may restrict the access, use, storage, disclosure and other processing activities concerning patient health information abroad.
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In addition, if we successfully commercialize our product candidates, we may obtain patient health information from healthcare providers that prescribe our products and research institutions we collaborate with, and they are subject to privacy and security requirements under HIPAA.
−Removed: Although we are not directly subject to HIPAA other than potentially with respect to providing certain employee benefits, we could potentially be subject to criminal penalties if we, or our affiliates or our agents
−Removed: knowingly receive individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.
+Added: Although we are not directly subject to HIPAA other than potentially with respect to providing certain employee benefits, we could potentially be subject to criminal penalties if we, or our affiliates or our agents knowingly receive individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.
The Federal Trade Commission (FTC) also sets expectations for failing to take appropriate steps to keep consumers’ personal information secure, or failing to provide a level of security commensurate to promises made to individual about the security of their personal information (such as in a privacy notice), which may constitute unfair or deceptive acts or practices in violation of Section 5(a) of the FTC Act.
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Enforcement by the FTC under the FTC Act can result in civil penalties or enforcement actions.
+Added: The FTC also has the power to enforce the Health Breach Notification Rule, which imposes notification obligations on companies for breaches of certain health information contained in personal health records.
+Added: The FTC has brought enforcement actions under both Section 5 of the FTC Act and the Health Breach Notification Rule.
In California, the CCPA establishes certain requirements for data use and sharing transparency and provides California residents certain rights concerning the use, disclosure, and retention of their personal information.
The CCPA and its implementing regulations have already been amended multiple times since their enactment.
−Removed: In November 2020, California voters approved the California Privacy Rights Act (CPRA) ballot initiative which introduced significant amendments to the CCPA and established and funded a dedicated California privacy regulator, the California Privacy Protection Agency (CPPA).
+Added: In November 2020, California voters approved the CPRA ballot initiative which introduced significant amendments to the CCPA and established and funded a dedicated California privacy regulator, the California Privacy Protection Agency (CPPA).
The amendments introduced by the CPRA went into effect on January 1, 2023, and implementing regulations continue to be introduced by the CPPA.
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These laws and regulations are evolving and subject to interpretation, and may impose limitations on our activities or otherwise adversely affect our business.
−Removed: Activities outside of the U.S.
−Removed: implicate local and national data protection standards, impose additional compliance requirements and generate additional risks of enforcement for non-compliance.
+Added: Activities outside of the United States implicate local and national data protection standards, impose additional compliance requirements and generate additional risks of enforcement for non-compliance.
The European Union’s/United Kingdom’s GDPR and other data protection, privacy and similar national, state/provincial and local laws may also restrict the access, use, storage, disclosure and other processing activities concerning patient health information abroad.
−Removed: We may be required to expend significant capital and other resources to ensure ongoing compliance with applicable privacy, data protection and cybersecurity laws, to protect against security breaches and hackers, or to alleviate problems caused by such breaches.
+Added: We may be required to expend significant capital and other resources to ensure ongoing compliance with applicable privacy, data protection and cybersecurity laws, to protect against security breaches and hackers, to notify breaches with competent authorities, and to alleviate problems caused by such breaches.
Compliance with these laws is difficult, constantly evolving, time consuming, and requires a flexible privacy framework and substantial resources.
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In addition, some countries are considering or have passed legislation implementing data protection requirements such as local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services and research activities.
−Removed: These laws and regulations, as well as any associated claims, inquiries, or investigations or any other government actions may lead to unfavorable outcomes including increased compliance costs, delays or impediments in the development of new products, negative publicity, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
+Added: These laws and regulations, as well as any associated claims, inquiries, or investigations or any other government actions may lead to unfavorable outcomes including increased compliance costs, delays or impediments in the development of
+Added: new products, negative publicity, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices.
The GDPR imposes significant fines and other administrative penalties to which we could be subject in the event of any non-compliance, including fines of up to EUR 10,000,000 or up to 2% of our total worldwide annual turnover for certain comparatively minor offenses, or up to EUR 20,000,000 or up to 4% of our total worldwide annual turnover for more serious offenses.
The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with data protection authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR.
−Removed: With regard to the transfer of personal data, the GDPR restricts the ability of companies to transfer personal data from the European Economic Area to the United States and other countries, which may adversely affect our ability to transfer personal data or otherwise may cause us to incur significant costsfor implementing lawful transfer mechanisms, conducting data transfer impact assessments, and implementing additional measures where necessary to ensure that personal data transferred are adequately protected in a manner essentially equivalent to the EU.
+Added: With regard to the transfer of personal data, the GDPR generally restricts the ability of companies to transfer personal data from the European Economic Area to the United States and other countries, which may adversely affect our ability to transfer personal data or otherwise may cause us to incur significant costs for implementing lawful transfer mechanisms, conducting data transfer impact assessments, and implementing additional measures where necessary to ensure that personal data transferred are adequately protected in a manner essentially equivalent to the EU.
The GDPR provides different transfer mechanisms we can use to lawfully transfer personal data from the EU to countries outside the EU.
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Data Privacy Framework which was adopted by the European Commission in July 2023.
−Removed: The adequacy decision concludes that the U.S.
−Removed: ensures an adequate level of protection (compared to that of the EU) for personal data transferred from the EU to U.S.
−Removed: companies participating in the EU-U.S.
+Added: The adequacy decision concludes that the United States ensures an adequate level of protection (compared to that of the EU) for personal data transferred from the EU to United States companies participating in the EU-U.S.
Data Privacy Framework.
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Compliance with EU data transfer obligations involves conducting transfer impact assessments, which includes documenting detailed analyses of data access and protection laws in the countries in which data importers are located, which can be costly and time-consuming.
−Removed: Data importers must also expend resources in analyzing their ability to comply with transfer obligations, including implementing new safeguards and controls to further protect personal data After the European Court of Justice’s ruling in July 2020, companies may no longer rely on the EU-U.S.
−Removed: Privacy Shield Framework as a basis to transfer personal data from the European Union to the United States, but U.S.-based companies may rely on other authorized means and procedures to transfer personal data provided by the GDPR.
+Added: Data importers must also expend resources in analyzing their ability to comply with transfer obligations, including implementing new safeguards and controls to further protect personal data.
Coverage and Reimbursement
−Removed: Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may obtain regulatory approval.
+Added: Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may obtain regulatory approval and commercialize.
The regulations that govern marketing approvals, pricing and reimbursement for new drug products vary widely from country to country.
Current and future legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals.
−Removed: Some countries require approval of the sale price of a drug before it can be marketed.
+Added: Some foreign countries require approval of the sale price of a drug before it can be marketed.
In many countries, the pricing review period begins after marketing or product licensing approval is granted.
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Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates even if our product candidates obtain marketing approval.
−Removed: Our ability to commercialize any products successfully also will depend in part on the extent to which coverage and adequate reimbursement for these products and related treatments will be available in a timely manner from third-party payors, including government healthcare programs such as Medicare and Medicaid, commercial health insurers and managed care organizations.
+Added: Our ability to commercialize any products successfully also will depend in part on the extent to which coverage and adequate reimbursement for these products and related treatments will be available in a timely manner from third-party payors, which, in the United States, include government healthcare programs such as Medicare and Medicaid, commercial health insurers and managed care organizations.
Government authorities and other third-party payors, such as private health insurers and health maintenance organizations, determine which medications they will cover and establish reimbursement levels.
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A primary trend in the United States healthcare industry and elsewhere is cost containment.
−Removed: Government healthcare programs and other third-party payors are increasingly challenging the prices charged for medical products and services and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy, and have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications.
+Added: Government healthcare programs and other third-party payors are increasingly challenging the prices charged for medical products and services and examining
+Added: the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy, and have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications.
Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products.
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Our inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for any approved products that we develop could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products and our overall financial condition.
+Added: Government Price Reporting
If we successfully commercialize any of our products, we may participate in the Medicaid Drug Rebate Program.
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Under the Medicaid Drug Rebate Program, we would be required to pay a rebate to each state Medicaid program for our covered outpatient drugs that are dispensed to Medicaid beneficiaries and paid for by a state Medicaid program as a condition of having federal funds being made available to the states for our drugs under Medicaid and under Part B of the Medicare program.
−Removed: Rebates owed by manufacturers under the Medicaid Drug Rebate Program are no longer subject to a cap as of January 1, 2024, which could adversely affect our rebate liability.
Federal law requires that any company that participates in the Medicaid Drug Rebate Program also participate in the Public Health Service’s 340B drug pricing program in order for federal funds to be available for the manufacturer’s drugs under Medicaid and Medicare Part B.
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Manufacturers that fail to pay refunds could be subject to civil monetary penalties of 125 percent of the refund amount.
−Removed: Further, the Inflation Reduction Act of 2022 (IRA) establishes a Medicare Part B inflation rebate scheme, under which, generally speaking, manufacturers will owe rebates if the average sales price of a Part B drug increases faster than the pace of inflation.
+Added: Further, the Inflation Reduction Act of 2022 (IRA) establishes a Medicare Part B inflation rebate scheme, under which,
+Added: generally speaking, manufacturers will owe rebates if the average sales price of a Part B drug increases faster than the pace of inflation.
Failure to timely pay a Part B inflation rebate is subject to a civil monetary penalty.
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, drugs that are not administered by a physician).
−Removed: Medicare Part D is administered by private prescription drug plans approved by the U.S.
−Removed: government and, subject to detailed program rules and government oversight, each drug plan establishes its own Medicare Part D formulary for prescription drug coverage and pricing, which the drug plan may modify from time to time.
−Removed: The prescription
−Removed: drug plans negotiate pricing with manufacturers and pharmacies, and may condition formulary placement on the availability of manufacturer discounts.
−Removed: In addition, under the coverage gap discount program, manufacturers are required to provide a 70% discount on brand name prescription drugs utilized by Medicare Part D beneficiaries when those beneficiaries are in the coverage gap phase of the Part D benefit design.
−Removed: Civil monetary penalties could be due if a manufacturer were to fail to offer discounts under the coverage gap discount program.
−Removed: The IRA sunsets the coverage gap discount program starting in 2025 and replaces it with a new manufacturer discount program.
+Added: Medicare Part D is administered by private prescription drug plans approved by the United States government and, subject to detailed program rules and government oversight, each drug plan establishes its own Medicare Part D formulary for prescription drug coverage and pricing, which the drug plan may modify from time to time.
+Added: The prescription drug plans negotiate pricing with manufacturers and pharmacies, and may condition formulary placement on the availability of manufacturer discounts.
+Added: In addition, under the new manufacturer discount program established by the IRA and effective in 2025, manufacturers are, in general, required to provide a 10% discount on a covered Part D drug where a beneficiary is in the initial phase of Part D coverage and a 20% discount where a beneficiary is in the catastrophic phase of Part D coverage.
Failure to pay a discount under this new program will be subject to a civil monetary penalty.
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Failure to timely pay a Part D inflation rebate is subject to a civil monetary penalty.
−Removed: The IRA also creates a drug price negotiation program under which the prices for Medicare units of certain high Medicare spend drugs and biologicals without generic or biosimilar competition will be capped by reference to, among other things, a specified non-federal average manufacturer price starting in 2026.
+Added: The IRA also creates a drug price negotiation program under which the prices for certain Medicare units of certain high Medicare spend drugs and biologicals without generic or biosimilar competition will be capped by reference to, among other things, a specified non-federal average manufacturer price starting in 2026.
Failure to comply with requirements under the drug price negotiation program is subject to an excise tax and/or a civil monetary penalty.
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United States Healthcare Reform
−Removed: The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any product candidate for which we obtain marketing approval.
+Added: The United States federal and state governments have enacted or proposed legislative and regulatory changes affecting the healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any product candidate for which we obtain marketing approval.
The United States government, state legislatures and foreign governments also have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs.
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Cost reduction initiatives and changes in coverage implemented through legislation or regulation could decrease utilization of and reimbursement for any approved products, which in turn would affect the price we can receive for those products.
−Removed: Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payment from commercial payers.
+Added: Any reduction in reimbursement from
+Added: Medicare and other government programs may result in a similar reduction in payment from commercial payers.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products.
The Affordable Care Act, as amended (the Affordable Care Act), has substantially changed the way healthcare is financed by both governmental and private insurers, and has significantly impacted the pharmaceutical industry.
−Removed: The Affordable Care Act
−Removed: was intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against healthcare fraud and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on pharmaceutical and medical device manufacturers, and impose additional health policy reforms.
+Added: The Affordable Care Act was intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against healthcare fraud and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on pharmaceutical manufacturers, and impose additional health policy reforms.
Certain provisions of the Affordable Care Act have been subject to judicial challenges as well as efforts to modify them or to alter their interpretation and implementation.
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As long as these cuts remain in effect, they could adversely impact payment for any of our products that are reimbursed under Medicare, once commercialized.
−Removed: We expect that the Affordable Care Act, as well as other healthcare reform measures that have been adopted and may be adopted in the future, may result in more rigorous coverage criteria and new payment methodologies, and in additional downward pressure on coverage and payment and the price that we receive for any approved product, and could seriously harm our future revenues.
+Added: Further, the IRA, among other things, established a Medicare Part B and Part D inflation rebate scheme, under which, generally, manufacturers will owe rebates if the average sales price of certain Part B drugs or annual average manufacturer price of certain covered Part D drugs increases faster than the pace of inflation.
+Added: The IRA further makes several changes to the Medicare Part D benefit, including a limit on annual out-of-pocket costs, and replacement of the coverage gap discount program with a new manufacturer discount program beginning in 2025.
+Added: We expect that the Affordable Care Act, IRA, as well as other healthcare reform measures that have been adopted and may be adopted in the future, may result in more rigorous coverage criteria and new payment methodologies, and in additional downward pressure on coverage and payment and the price that we receive for any approved product, and could seriously harm our future revenues.
Any reduction in reimbursement from Medicare, Medicaid or other government programs may result in a similar reduction in payments from private payors.
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Corporate Information
−Removed: Tekmira Pharmaceuticals Corporation (Tekmira) was incorporated pursuant to the British Columbia Business Corporations Act (BCBCA) on October 6, 2005, and commenced active business on April 30, 2007, when Tekmira and its parent company, Inex Pharmaceuticals Corporation (Inex), were reorganized under a statutory plan of arrangement (the Plan of Arrangement) completed under the provisions of the BCBCA.
−Removed: Pursuant to the Plan of Arrangement, all of Inex’s business was transferred to Tekmira.
−Removed: Protiva Biotherapeutics Inc.
−Removed: (Protiva) was acquired on May 30, 2008.
+Added: We, under the name Tekmira Pharmaceuticals Corporation (Tekmira), were incorporated pursuant to the British Columbia Business Corporations Act (BCBCA), on October 6, 2005, and commenced active business on April 30, 2007, when Tekmira and its parent company, Inex Pharmaceuticals Corporation (Inex), were reorganized under a statutory plan of arrangement (the Plan of Arrangement), completed under the provisions of the BCBCA.
+Added: The Plan of Arrangement saw Inex’s entire business transferred to and continued by Tekmira.
On March 4, 2015, we completed a business combination pursuant to which OnCore Biopharma, Inc.
−Removed: (OnCore) became our wholly-owned subsidiary of Tekmira.
−Removed: On July 31, 2015, we changed our corporate name from Tekmira Pharmaceuticals Corporation to Arbutus Biopharma Corporation and OnCore changed its corporate name to Arbutus Biopharma, Inc.
−Removed: On January 1, 2018, Protiva was amalgamated with Arbutus Biopharma Corporation.
−Removed: We had one wholly-owned subsidiary as of December 31, 2023:
+Added: became our wholly-owned subsidiary.
+Added: Effective July 31, 2015, our corporate name changed from Tekmira Pharmaceuticals Corporation to Arbutus Biopharma Corporation.
+Added: Also effective July 31, 2015, the corporate name of our wholly owned subsidiary, OnCore Biopharma, Inc.
+Added: changed to Arbutus Biopharma, Inc.
+Added: (Arbutus Inc.).
+Added: We had two wholly owned subsidiaries:
+Added: and Protiva Biotherapeutics Inc.
+Added: Effective January 1, 2018, Protiva was amalgamated with Arbutus and we had one wholly-owned subsidiary as of December 31, 2024:
Arbutus Biopharma, Inc.
−Removed: Our principal executive office is located at 701 Veterans Circle, Warminster, Pennsylvania, USA, 18974, and our telephone number is (267) 469-0914.
+Added: Our head office and principal place of business is located at 701 Veterans Circle, Warminster, Pennsylvania 18974 and our telephone number is (267) 469-0914.
+Added: We maintain a website at www.arbutusbio.com.
+Added: In the first quarter of 2025, our Board decided to exit our corporate headquarters in Warminster, PA.
Unless stated otherwise or the context otherwise requires, references herein to “Arbutus”, “we”, “us” and “our” refer to Arbutus Biopharma Corporation, and, unless the context requires otherwise, the subsidiaries through which we conduct business.
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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.