What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-25 · 80 added, 97 removed, 440 unchanged (29% of the section changed)

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Today, it is still too difficult and too costly to engineer biology, preventing critical innovations from reaching the market.

Ginkgo sells services in two business segments:

cell engineering , where we provide biological R&D services for our customers across a range of industries, and biosecurity , where we provide services to government and commercial customers so they can work to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats.

Ginkgo sells services to government and commercial customers in two business segments:

cell engineering , where we provide tools and biological R&D services across a range of industries, and biosecurity , where we provide services to customers who are working to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats.

An overview of these two business segments is provided below.

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instead, we offer biological R&D services on our platform to enable our customers to bring their products to market.

Historically, Ginkgo’s primary service offering has been end-to-end cell engineering R&D services ( solutions ).

In 2024, Ginkgo expanded its service offering to include services that provide our customers cell engineering tools for biological R&D, which are intended to provide more targeted and bespoke resources to customers that continue to conduct in-house R&D.

Historically, Ginkgo’s primary service offering has been cell engineering R&D services ( solutions ) where Ginkgo performs technical activities.

In 2024, Ginkgo expanded its service offering to include services that provide our customers cell engineering tools for biological R&D, where Ginkgo enables its customers to conduct certain in-house R&D activities themselves.

Our services are designed to offer customers better results on the dimensions of probability of success, speed, or cost – and ideally on all three.

The fundamental advantage of our cell engineering platform over traditional cell engineering done by hand at our customers’ labs is that our platform improves with scale while in-house cell engineering in our customers' labs largely does not.

Compounding and mutually reinforcing improvements of our laboratory automation and software infrastructure—our Foundry—and our reusable data assets—our Codebase—enable us to improve our services with each successive project.

Our Foundry is a flexible capability for large scale data generation;

Compounding and mutually reinforcing improvements of our laboratory automation and software infrastructure—our Autonomous Lab—and our reusable data assets enable us to improve our services with each successive project.

Our Autonomous Lab is a flexible wet lab built from our Reconfigurable Automation Cart (“RAC”) systems capable of large scale data generation;

it powers generative AI and machine learning (“ML”) tools that enable more successful biological R&D.

We now offer services providing such data generation, AI and automation tools directly to Ginkgo customers.

Our Codebase is a data asset comprising best practices for cell engineering, along with sequences and host cells that have been honed through dozens of programs and can be directly reusable for our end-to-end cell engineering solutions.

Our data assets comprise best practices for cell engineering, along with sequences and host cells that have been honed through dozens of programs and can be directly reusable for our cell engineering solutions.

We now offer licenses to our host cells and other IP assets, such as our broad metagenomic library.

Cell engineering service offerings, depicted on a spectrum of customization and technical risk borne by Ginkgo on the vertical axis, and the mix of up-front service fees and downstream value we charge on the horizontal axis.

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Our biosecurity offering has evolved over the past several years.

We currently provide biosecurity services via two core offerings as introduced in early 2024:

We currently provide biosecurity services via two core offerings:

• Canopy , which helps our customers generate high value genomic data from strategically-positioned nodes (like airports and border checkpoints) via end-to-end biomonitoring programs;

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Enabling customer success across markets

We sell end-to-end cell engineering solutions and cell engineering tools offerings to customers across markets.

We sell engineering solutions and cell engineering tools offerings to customers across markets.

Our customers bring incredible depth and expertise in their unique technical domains and market areas.

Whether it’s their understanding of underlying disease biology or plant physiology, their experience with the performance of regulatory trials in animal studies, in the clinic, or in the field, or their knowledge of product formulation and functional testing, they have specialized deeply to be able to develop, manufacture, distribute, and market a product.

Our role is to enable:

we provide our customers with R&D solutions and tools that help them access more biological design space in order to discover and optimize functionality and develop efficient manufacturing methods for their products.

Our role is to enable the customer's success:

we provide R&D tools and solutions that help them access more biological design space in order to discover and optimize functionality and develop efficient manufacturing methods for their products.

Ginkgo is a trusted partner to government agencies worldwide as they work to protect people, supply chains, and critical resources, all by leveraging the power of biology.

We regularly serve as a prime contractor on major research awards, bringing together partners and integrating their diverse biological capabilities.

We also often support projects and research consortia as an R&D subcontractor.

Pharmaceutical and Biotechnology

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Yet, even with hundreds of billions of dollars spent annually on pharmaceutical R&D, the cost to bring a new drug to market is only increasing.

The pharmaceutical industry today relies heavily on outsourced R&D, both to specialized, innovative small biotech, as well as to contract research organizations (“CROs”) that can automate and scale specific common workflows at different stages of the R&D process for enhanced efficiency.

The pharmaceutical industry today relies heavily on outsourced R&D, both to specialized, innovative small biotech, as well as to contract research organizations (“CROs”) that can perform specific common workflows at different stages of the R&D process for enhanced efficiency.

These approaches enable access to both innovation and efficiency, but incur high switching costs both organizationally and technically.

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Worldwide, agricultural innovation struggles due to long timelines, complex regulatory paths, and siloed data and capabilities.

Innovators in agricultural technology tap into biological diversity to develop new crop protection strategies, to combat resistance, and to provide safer, low residue options for growers that meet consumer expectations and regulatory

These product developers need to understand mode of action and improve the performance and stability of innovative biologicals for crop nutrition and crop protection.

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There is an enormous breadth of products—chemicals, enzymes, and proteins—already produced via biotechnology today or being actively developed by companies across many markets, including food and nutritional ingredients, wellness, cosmetics, and personal care, industrial processes and chemicals, and materials innovation.

Our customers in industrial biotech use our services to improve the manufacturing efficiency and cost of goods sold for their new and existing biotechnological products, innovate materials with enhanced performance, develop enzymes for breaking down harmful pollutants or cells and proteins optimized for capturing rare earth elements, or valorize waste streams into feedstocks for more valuable products.

Ginkgo is a trusted partner to government agencies worldwide as they work to protect people, supply chains, and critical resources, all by leveraging the power of biology.

We regularly serve as a prime contractor on major research awards, bringing together partners and integrating their diverse biological capabilities.

We also often support projects and research consortia as an R&D subcontractor.

The government agencies we partner with are tasked with safeguarding the future of national agriculture and food security, public health and biosecurity, energy independence and environmental sustainability, as well as healthcare, wellbeing, and longevity.

The end-to-end cell engineering solutions that we sell

Our customers in industrial biotech use our services to achieve a variety of objectives, such as improve the manufacturing efficiency and cost of goods sold for their new and existing biotechnological products, innovate materials with enhanced performance, develop enzymes for breaking down harmful pollutants or cells and proteins optimized for capturing rare earth elements, or valorize waste streams into feedstocks for more valuable products.

Cell Engineering Tools

A selection of our cell engineering tools offerings are described below.

Reconfigurable Automation Cart (“RAC”) Systems

Ginkgo Automation’s capabilities build on years of internal expertise honed at Ginkgo and Zymergen, encompassing hardware design, software integration, and applications development, epitomized in our offering of RACs:

our Reconfigurable Automation Cart systems.

The modularity and flexibility of the RACs enables high walkway time, high uptime, reduced cycle times, and high throughput experimentation for high-mix biological workflows like the kinds performed in Ginkgo’s Autonomous Lab and in our partners’ labs.

In addition to providing advanced automation hardware and software, Ginkgo Automation’s deployments to third party customers include access to our top-tier Apex Support, a fully remote, active error resolution and troubleshooting support service.

Apex Support’s proactive monitoring is expected to enable Ginkgo’s support engineers to identify and resolve approximately 80-90% of system errors remotely, without the need for our customers to initiate tickets.

We are actively developing, both internally and in collaboration with external partners, enhanced autonomous capabilities for our automation platform.

These efforts are focused on enabling increasingly AI-driven, closed-loop experimentation, which has the potential to materially improve experimental efficiency, throughput, and decision-making for customers ranging from pharmaceutical companies to academic and government research institutions.

We expect that, as these technologies mature, RAC systems deployed in customer environments could be upgraded through software updates to support higher levels of autonomous operation.

We believe this software-upgradable architecture positions the RAC platform to incorporate future advances in autonomous science without requiring wholesale replacement of deployed systems.

Recent advances in ML, molecular simulation, and other computational techniques hold great promise to improve our ability to program cells.

We believe our Autonomous Lab is well-positioned to build the kind of large, well-structured datasets that such computational approaches need to succeed.

In time, we believe computational approaches will reduce the need for certain kinds of experiments (for example, we already use ML to make protein and enzyme design projects more efficient).

To this end, we have introduced three new data generation services to provide high-quality data at the scale, price, and speed that AI-powered drug development demands:

Our Functional Genomics Datapoints services generate large, high fidelity transcriptomic and phenotypic datasets in the disease context of our customers’ choice to power AI models of cell and disease biology for use in target identification, target validation, and drug discovery.

Our Antibody Developability Datapoints services generate biophysical antibody characterization developability datasets for our customers to use in AI model training and validation.

Our Small Molecule Developability Datapoints service generates high-quality small-molecule characterization data spanning absorption, distribution, metabolism, and excretion (“ADME”).

These datasets support human dose prediction and power AI-driven predictive medicinal chemistry campaigns.

As Ginkgo drives scalability through our models, we have heavily invested in the use and creation of AI foundational and fine-tuned models, which we believe can provide significant benefits to our customers.

Because of our access to large amounts of data, which is critical to efficiently leverage AI, Ginkgo is well-positioned to build superior foundational models and from there, build fine-tuned models designed to cater to our customer needs, all powered by our partnership with Google Cloud.

We have released a selection of these models on our Model API.

Cell Engineering Solutions

A selection of our end-to-end cell engineering solutions offerings are described below.

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For RNA therapeutics, our services are intended to help customers optimize mRNA and circular RNA sequences for improved stability and expression, alongside lipid nanoparticle delivery system development.

These services are complemented by our suite of licensable assets including capsids, promoters, untranslated regions (“UTRs”), internal ribosome entry sites (“IRESs”), and chimeric antigen receptor (“CAR”) components, validated

through extensive in vitro and in vivo testing.

Our integrated approach combines domain expertise in protein engineering, high-throughput experimentation, and advanced analytics to address key challenges in immunogenicity, off-target effects, and regulatory compliance.

Our integrated approach combines domain expertise in protein engineering,

high-throughput experimentation, and advanced analytics to address key challenges in immunogenicity, off-target effects, and regulatory compliance.

Packaged solutions for biopharmaceutical applications

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Fermentation and scale-up

Our Foundry includes a fleet of Sartorius Ambr® 250 bioreactors, as well as a suite of colocated analytical instruments that our customers can leverage to deeply and widely explore strain performance across multiple fermentation and media conditions.

Our wet lab includes a fleet of Sartorius Ambr® 250 bioreactors, as well as a suite of colocated analytical instruments that our customers can leverage to deeply and widely explore strain performance across multiple fermentation and media conditions.

We can pair this service with customized ML-enabled analysis to obtain and provide to our customers deep physiological, genetic, and chemical insight into strain performance.

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We can support our partners in proving out production processes with iterative and statistical approaches to develop robust fermentation process conditions, informed by automated sampling and standard analyses of secreted metabolites.

The cell engineering tools that we sell

A selection of our cell engineering tools offerings are described below.

Recent advances in ML, molecular simulation, and other computational techniques hold great promise to improve our ability to program cells.

We believe our Foundry is well-positioned to build the kind of large, well-structured datasets that such computational approaches need to succeed.

In time, we believe computational approaches will reduce the need for certain kinds of experiments (for example, we already use ML to make protein and enzyme design projects more efficient).

To this end, we have introduced two new data generation services to provide high-quality data at the scale, price, and speed that AI-powered drug development demands:

● Our Functional Genomics Datapoints services generate large, high fidelity transcriptomic and phenotypic datasets in the disease context of our customers’ choice to power AI models of cell and disease biology for use in target identification, target validation, and drug discovery;

● Our Antibody Developability Datapoints services generate biophysical antibody characterization developability datasets for our customers to use in AI model training and validation.

Reconfigurable Automation Cart (“RAC”) Systems

our Reconfigurable Automation Cart systems.

The modularity and flexibility of the RACs enables high walkway time, high uptime, and high throughput experimentation for high-mix biological workflows like the kinds performed in Ginkgo’s Foundry and in our partners’ labs.

In addition to providing advanced automation hardware and software, Ginkgo Automation’s deployments to third party customers include access to Catalyst Flow, a fully remote, active error resolution and troubleshooting support service.

Catalyst Flow’s proactive monitoring is expected to enable Ginkgo’s scientists and engineers to identify and resolve approximately 80-90% of system errors remotely, without the need for our customers to initiate tickets.

Efficient use of AI is only possible with the use of massive amounts of data.

Because of our access to large amounts of data, Ginkgo has the ability to build superior foundational models and from there, build fine-tuned models designed to cater to our customer needs, all powered by our partnership with Google Cloud.

We are releasing a stream of these models on our Model API.

scaling biological intelligence for securing lives and livelihoods

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Our Horizon business also scales as volume and node diversity increases as we have more information (e.g., via volumes) and more diverse data (e.g., via nodes), our insights across the system are further enhanced.

Our global network includes countries and several multilateral organizations who are actively building biosecurity infrastructure with our services.

Together, these products are serving customers across the globe including nodes with over 126 countries of origin sampled as of February 19, 2025.

Our operations are anchored by Ginkgo’s headquarters in Boston which serves as a hub for managing our programs and analyzing data from our global network.

Our network is increasingly bolstered by our operational and laboratory partners throughout the world.

We will continue to enhance this network in the future through both new partnerships and regional hubs, known as Centers for Unified Biosecurity Excellence (CUBEs).

After initially planning for a location in Doha, Qatar, Ginkgo Biosecurity and its in-country partner decided to move the facility to another location in Doha.

Negotiations are ongoing, and we anticipate completion of the facility in 2026.

When completed, this facility will support analysis of data from bioradar nodes across the region to generate insights for our customers.

We will continue to enhance this network in the future through new partnerships.

How we make money

Cell engineering revenue

End-to-end cell engineering solutions

Our end-to-end cell engineering solutions are typically scoped and delivered as a program ranging in duration from several months to several years.

A typical deliverable for the program would comprise an engineered strain or cell line and an associated bioprocess.

Cell engineering tools offerings

We charge customers fees for the services we provide in our cell engineering tools offerings.

Fees for our automation solutions (RAC systems) are typically earned over a period that covers design, build, and deployment and range from six to twelve months.

In addition, we offer support services for our RAC systems with fixed fees covering the support periods.

Fees for our Datapoints services are typically earned over a shorter period of time (weeks to months) than for cell engineering solutions, which may be multi-year programs.

A typical deliverable for a Datapoints program is a data package.

Fees for cell engineering solutions programs are typically structured as a fixed fee for a fixed scope of work.

Cell engineering solutions

Our cell engineering solutions are typically scoped and delivered as a program ranging in duration from several months to several years.

A typical deliverable for the program would comprise an enzyme sequence, or an engineered strain or cell line and its associated bioprocess.

For each of these programs, we generate economic value in two primary ways.

First, we charge service fees for Foundry services, in much the same way that cloud computing companies charge usage fees for utilization of computing capacity or CROs charge for services.

First, we charge service fees for Autonomous Lab services, in much the same way that cloud computing companies charge usage fees for utilization of computing capacity or CROs charge for services.

R&D is inherently risky and our customers recognize that this is a cost they will incur regardless of success and whether they are working on the program in-house or with a partner.

Typically, service fees for a program include a fixed fee for a fixed scope of work and may also include payments contingent upon hitting certain technical milestones.

If we are able to deliver program results with less work through the use of Codebase assets and/or generative AI tools, then we can achieve the same revenue with lower cost or in

a shorter duration.

If we are able to deliver program results with less work through the use of Codebase assets and/or generative AI tools, then we can achieve the same revenue with lower cost or in a shorter duration.

Service fees provide a strong foundation of revenue that is independent of any commercialization efforts by our partners.

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Because we typically do not incur material downstream costs (e.g., manufacturing or product development, which our customers manage), these value share payments flow through with approximately 100% contribution margin.

We are quite flexible and have structured a variety of value sharing mechanisms, including royalties, lump-sum milestones, and equity payments.

We have structured a variety of value sharing mechanisms, including royalties, lump-sum milestones, and equity payments.

As Ginkgo has matured, we have shifted our downstream value towards milestone payments and commercial royalties rather than equity.

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This flexible business model allows for more predictable near-term revenue in up-front research fees and technical milestones without sacrificing our ability to create long-term value with asymmetric upside through downstream value share (typically in the form of a royalty stream, milestone, and/or equity share).

As we add more programs to the platform over time, we expect downstream value share to contribute income, and therefore we believe our overall margins and cash flow profile for our end-to-end cell engineering solutions will grow significantly.

As we add more programs to the platform over time, we expect downstream value share to contribute income, which could in turn grow our overall margins and cash flow profile for our cell engineering solutions.

The realization of potential revenue related to downstream value in the form of potential future milestone payments and royalties and/or equity consideration is dependent upon a number of factors, including our ability to successfully develop engineered cells, bioprocesses, data packages, or other deliverables, and the product development and commercialization success of our customers.

Cell engineering tools offerings

We charge customers fees for the services we provide in our cell engineering tools offerings.

Typically, these fees are structured as a fixed fee for a fixed scope of work.

Fees for our Datapoints services are typically earned over a shorter period of time (weeks to months) than for end-to-end cell engineering solutions, which may be multi-year programs.

A typical deliverable for a Datapoints program is a data package.

Fees for our automation solutions (RAC systems) are typically earned over a period that covers design, build, and deployment and range from six to twelve months.

In addition, we offer support services for our RAC systems with fixed fees covering the support periods.

Biosecurity revenue

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Ginkgo is also investing in building our Horizon product, in consultation with our existing network and additional public and private partners, as we think it has the potential to significantly drive revenue in the future.

Our revenue flows are becoming more recurring as we increasingly incorporate longer-term contracts with recurring monthly fee models for Canopy program services, data, and analytics.

Our commitment to caring about how our platform is developed and used

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We must avoid creating capabilities that cause harm in ways that aren’t or can’t be mitigated.

We must avoid reinforcing inequities in the uses of technologies and to whom their benefits accrue—thereby claiming to change the world but changing not much at all.

We must avoid a loss in trust in biotechnologies and the motivations of their developers that limits our ability to bring solutions to global challenges

from protecting against pandemics to feeding the planet.

We must avoid reinforcing inequities in the uses of technologies and to

whom their benefits accrue—thereby claiming to change the world but changing not much at all.

We must avoid a loss in trust in biotechnologies and the motivations of their developers that limits our ability to bring solutions to global challenges from protecting against pandemics to feeding the planet.

And so, we must chase, every day, the development of capabilities and partnerships that can lead to value generation undergirded by sustained attention to the values they reflect.

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More significant than the impacts we have seen from digital platforms on our social world, biology is our health, our bodies, our food, and our environment.

As we build the tools for programming biology, we must also care how those tools are used, and ensure that the risks and benefits are transparently and equitably shared.

the tools for programming biology, we must also care how those tools are used, and ensure that the risks and benefits are transparently and equitably shared.

A talented, world-class team

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Technologies reflect the values of the people who build them.

We believe that it is essential to build a talented team where people from different backgrounds are included and empowered to speak up and shape the growth of this technology.

We are committed to growing a team reflecting a broad range of viewpoints, backgrounds and skills and continuing to empower an inclusive culture with strong employee ownership and engagement.

We believe that it is essential to have a talented team where people from different backgrounds are included and empowered to speak up and shape the growth of this technology.

We are committed to having a team reflecting a broad range of viewpoints, backgrounds and skills and continuing to foster a culture with strong employee ownership and engagement.

Laying the groundwork for strong employee engagement in the future

As a founder-led company we have been able to infuse the organization with long-term strategic thinking from the start.

The long-term engagement and resilience of our employees can be seen in their response to a very challenging 2024:

despite a significant restructuring and reduction of more than 40% of our workforce, we continued to execute on programs, achieve milestones, and launch new products.

We have emerged from the restructuring with a strengthened focus on the long-term performance and sustainability of our business.

We have continued to execute on programs, achieve milestones, and launch new products while navigating uncertainty.

We have emerged from a restructuring with a strengthened focus on the long-term performance and sustainability of our business.

The individuals who work at Ginkgo and build our platform care deeply about how that platform is used and the impact our company will have in the world.

We hope to maintain the long-term mentality we have benefited from as a founder-led public company.

We hope to strengthen the long-term mentality we have benefited from as a founder-led public company.

We believe a workforce with strong equity ownership will make the wise decisions needed to build long-term value for our company and build a company whose long-term impacts make them proud.

That is why we have implemented a multi-class stock structure that permits all employees (current and future), not just founders, to hold high-vote (10 votes per share) common stock.

We believe that our multi-class stock structure will help maintain this long-term mentality and encourage long-term equity ownership by our employees, thereby resulting in increasing employee ownership over time.

That is why we have implemented a multi-class stock structure that permits all employees (current and future), not just founders, to hold high-vote (10 votes per share) common stock, that we hope will help strengthen this long-term mentality and encourage long-term equity ownership by our employees.

For more information, see “Risk Factors—Risks Related to Ginkgo’s Business—Risks Related to Our Organizational Structure and Governance—Only our employees and directors are entitled to hold shares of Class B common stock (including shares of Class B common stock granted or otherwise issued to our employees and directors in the future), which shares have ten votes per share.

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We also compete against companies that seek to utilize synthetic biology technologies to develop specific products or target certain end markets.

Additionally, with our expansion into cell engineering tools offerings in 2024, we compete against life science tools companies and CROs as well as newer AI entrants in the emerging TechBio area.

Additionally, with our expansion into tools offerings in 2024, we compete against life science tools companies and CROs as well as newer AI entrants in the emerging TechBio area.

Finally, competing platforms may emerge from various sources, including from joint ventures and partnerships between well-capitalized technology and life sciences companies.

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“on prem” cell programming efforts

The main source of competition we encounter for our end-to-end cell engineering solutions offerings is from potential customers choosing to build or maintain in-house cell engineering teams and capabilities.

This status quo includes building out laboratory space and then hiring a team of highly trained scientists to conduct research, largely “by-hand” and with

limited scale efficiencies.

Some internal R&D operations maintain a full suite of capabilities and can design, build and test relatively complex pathways while others may have certain internal capabilities and need to outsource other elements to CROs.

The main source of competition we encounter for our cell engineering solutions offerings is from potential customers choosing to build or maintain in-house cell engineering teams and capabilities.

This status quo includes building out laboratory space and then hiring a team of highly trained scientists to conduct research, largely “by-hand” and with limited scale efficiencies.

We believe this is far less efficient for the customer and likely to yield worse outcomes as customers get fewer shots on goal for a given program budget.

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As such, a key focus area for us is reducing the barriers to adoption for the platform by decreasing the upfront investment for earlier-stage companies and by helping larger companies integrate their scientists closely into our workflows and empower their scientists to manage requests directly so we feel more like a resource and partner than a fully outsourced provider.

Our recently launched Datapoints products in Functional Genomics and Antibody Developability are key examples of new services designed with our customers’ scientists in mind.

Our Datapoints products in Functional Genomics, Antibody Developability, and more recently launched offerings in Small Molecule Developability, are key examples of new services designed with our customers’ scientists in mind.

The vast majority of therapeutics companies that are leveraging genetic engineering have in-house capabilities, including Biogen, Novo Nordisk, Vertex, Regeneron, Bayer, and many others.

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We face competition from a small number of companies who operate in focused biosecurity verticals, such as wastewater monitoring (e.g., Verily and Biobot, both primarily in the U.S.) and digital biosurveillance and modeling (e.g., BlueDot, Airfinity, and the Public Health Company), as well as internationally from BGI, China’s national champion for sequencing and diagnostics.

As we partner with national governments, we also face competition from

homegrown public solutions to particular challenges, especially among high-income countries and large multilaterals with little history of engagement with the private sector.

As we partner with national governments, we also face competition from homegrown public solutions to particular challenges, especially among high-income countries and large multilaterals with little history of engagement with the private sector.

We have several important attributes that contribute to our competitive advantage:

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Intellectual Property

Foundry and Codebase

As discussed above, Ginkgo’s two core platform assets include:

• Ginkgo’s Foundry, which enables high-throughput cell programming;

• Ginkgo’s Codebase, which includes reusable biological assets that can be used to accelerate cell programs.

Ginkgo protects each of these core assets—the Foundry and the Codebase—through a combination of patents and trade secret protections.

Our general policy has been to seek patent protection for those inventions likely to be incorporated into our offerings and for which patent protection will provide value or competitive advantages to Ginkgo.

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We also have registered domain names for websites that we use in our business, such as www.ginkgobioworks.com.

Intellectual property transaction structure

The intellectual property terms for our agreements with our customers vary based on deal type, customer type, economics, industry, business segment, customer market, and other factors.

For example, in end-to-end cell engineering solutions programs, our collaboration agreements typically provide that Ginkgo will own Foundry IP and improvements to Ginkgo’s background IP developed in the collaboration.

With respect to other Codebase IP developed in the collaboration, we provide customers rights commensurate with transaction economics, customer goals, and other factors.

Many of our collaboration agreements also provide a limited non-exclusive license to our background IP and, to the extent applicable, rights to some of the new non-Foundry technologies developed in the collaboration.

Ginkgo’s suppliers for cell engineering operations comprise primarily manufacturers and distributors of life science tools, consumables and equipment as well as certain specific providers of contract research, development and manufacturing services.

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Because of the scale of our operations, we believe we are often an early adopter and the largest customer at scale of certain new life science tools and technologies.

We will also occasionally acquire technology or Codebase assets for strategic reasons, including integration into our platform.

We utilize various third party software and information technology service providers, including Google Cloud and Amazon Web Services, for data storage and processing.

We will also occasionally acquire technology or IP assets for strategic reasons, including integration into our platform.

We utilize various third party software and information technology service providers for data storage and processing.

We also routinely engage a variety of third parties for professional services, contract employment services and consulting services.

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While the specific means by which effective controls and procedures are achieved may vary, security practices may include use of cages, surveillance cameras and inventory reconciliations.

Records must be maintained for the handling of all controlled substances, and, in

certain scenarios, periodic reports made to the DEA.

Records must be maintained for the handling of all controlled substances, and, in certain scenarios, periodic reports made to the DEA.

Reports must also be made for thefts or losses of any controlled substance, and disposal of controlled substances must adhere to various methods authorized by the regulations.

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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.

What changed 10-K

Item 1. Business