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Recent Sales of Unregistered Securities
−Removed: FGFR3 Agreement with GeneQuantum Healthcare Co.
−Removed: and Aimed Bio, Inc.
−Removed: In December 2024, we entered into the FGFR3 Agreement with GeneQuantum and Aimed Bio pursuant to which we obtained the exclusive rights to develop and commercialize GeneQuantum's and Aimed Bio's joint research FGFR3 ADC program.
−Removed: As consideration for the agreement, we were obligated to pay an upfront payment of 222,119 common shares valued at approximately $8.6 million as of the effective date, which were issued in January 2025.
−Removed: The foregoing issuance and sale of our common shares in connection with the execution of the FGFR3 Agreement have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws.
−Removed: We have relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
−Removed: Merus Agreement
−Removed: In January 2025, we entered into a research collaboration and license agreement with Merus N.V.
−Removed: ("Merus") to co-develop three novel dual-targeting ADCs, leveraging Merus’ Biclonics® technology platform, and our next-generation ADC conjugation and payload platform technologies (the "Merus Agreement").
−Removed: As consideration for the agreement, we were obligated to pay an upfront payment of 132,700 common shares valued at approximately $5.0 million as of the effective date, which were issued in February 2025.
−Removed: The foregoing issuance and sale of our common shares in connection with the execution of the Merus Agreement have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws.
−Removed: We have relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
Securities Authorized for Issuance Under Equity Compensation Plans
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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.