What changed in this filing

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Item 1A. Risk Factors

2021-03-31 compared with 2020-03-16 · 844 added, 1698 removed, 77 unchanged (97% of the section changed)

Investing in our Common Stock, Series A

Preferred Stock or any other type of equity or debt securities (together our “Securities”) involves a high degree of

You should consider carefully the risks and uncertainties described below, together with all of the other information in

this Annual Report on Form 10-K including the consolidated financial statements and the related notes, as well as the risks,

uncertainties and other information set forth in the reports and other materials filed or furnished by our partners and affiliates

Checkpoint, Mustang, and Avenue with the SEC, before deciding to invest in our Securities.

If any of the following risks or the

risks included in the public filings of Checkpoint, Mustang or Avenue were to materialize, our business, financial condition, results

of operations, and future growth prospects could be materially and adversely affected.

In that event, the market price of our Securities

could decline, and you could lose part of or all of your investment in our Securities.

In addition, you should be aware that the

below stated risks should be read as being applicable to our partners and affiliates such that, if any of the negative outcomes

associated with any such risk is experienced by one of our partners or affiliates, the value of Fortress’

holdings in such

partner or affiliate (if any) may decline.

Risks Related to our Growth Strategy

If we acquire, enter into joint ventures

with or obtain a controlling interest in companies in the future, it could adversely affect our operating results and the value

of our Securities, thereby diluting stockholder value, disrupting our business and/or diminishing the value of our holdings in

our partner companies.

As part of our growth strategy, we might

acquire, enter into joint ventures with, or obtain significant ownership stakes in other companies.

Acquisitions of, joint ventures

with and investments in other companies involve numerous risks, including, but not necessarily limited to:

risk of entering new markets in which we have little to no experience;

diversion of financial and managerial resources from existing operations;

successfully negotiating a proposed acquisition or investment timely and at a price or on terms and conditions favorable to us;

the impact of regulatory reviews on a proposed acquisition or investment;

the outcome of any legal proceedings that may be instituted with respect to the proposed acquisitions or investment;

with respect to an acquisition, difficulties in integrating operations, technologies, services and personnel;

potential inability to maintain relationships with customers of the companies we may acquire or invest in.

If we fail to properly evaluate potential

acquisitions, joint ventures or other transaction opportunities, we might not achieve the anticipated benefits of any such transaction,

we might incur higher costs than anticipated, and management resources and attention might be diverted from other necessary or

valuable activities.

If we cannot innovate and develop products

and services and/or commercialize biopharmaceutical products or grow our and their respective businesses, we may not be able to

generate revenue.

Our growth strategy also depends on our

ability to generate revenue.

If we cannot innovate and develop products and services, or commercialize future biopharmaceutical

products or grow their respective businesses, we may not be able to generate revenue growth as anticipated.

Our future growth depends in part on

our ability to identify and acquire or in-license products and product candidates, and if we are unable to do so, or to integrate

acquired products into our operations, we may have limited growth opportunities.

An important part of our business strategy

is to continue to develop a pipeline of product candidates by acquiring or in-licensing products, businesses or technologies.

in-licenses or acquisitions, however, may entail numerous operational and financial risks, including, but not necessarily limited

exposure to unknown liabilities;

disruption of our business and diversion of our management’s time and attention to develop acquired products or technologies;

difficulty or inability to secure financing to fund development activities for such acquired or in-licensed technologies in the current economic environment;

incurrence of substantial debt or dilutive issuances of securities to pay for acquisitions;

higher than expected acquisition and integration costs;

increased amortization expenses;

difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership;

inability to retain key employees of any acquired businesses.

We have limited resources to identify and

execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current

infrastructure.

In particular, we may compete with larger pharmaceutical companies and other competitors in our efforts to establish

new collaborations and in-licensing opportunities.

These competitors likely will have access to greater financial resources than

us and may have greater expertise in identifying and evaluating new opportunities.

Moreover, we may devote resources to potential

acquisitions or in-licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such

We may not be able to generate returns

for our investors if our partners, several of which have limited or no operating history, no commercialized revenue generating

products, and are not yet profitable, cannot obtain additional third-party financing.

As part of our growth strategy, we have

made and will likely continue to make substantial financial and operational commitments in our partners, which often have limited

or no operating history, no commercialized revenue generating products, and require additional third-party financing to fund product

and services development or acquisitions.

Our business depends in large part on the ability of one or more of our partner companies

to innovate, in-license, develop or acquire successful biopharmaceutical products and/or acquire companies in increasingly competitive

and highly regulated markets.

If certain of our partner companies do not successfully obtain additional third-party financing to

commercialize products or successfully acquire companies, as applicable, the value of our businesses and our ownership stakes in

our partner companies may be materially adversely affected.

If we cannot continue to fund our research

and development programs, we may be required to reduce product development, which will adversely impact our growth strategy.

Our research and development (“R&D”)

programs will require substantial additional capital to conduct research, preclinical testing and clinical trials, establish pilot

scale and commercial scale manufacturing processes and facilities, and establish and develop quality control, regulatory, marketing,

sales, and administrative capabilities to support these programs.

We expect to fund our R&D activities from a combination of

cash generated from royalties and milestones from our partners in various past, ongoing, and future collaborations, and through

additional equity or debt financings from third parties.

Investing in our Common Stock, Series A Preferred Stock or any other type of equity or debt securities (together our “Securities”) involves a high degree of risk.

You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K including the consolidated financial statements and the related notes, as well as the risks, uncertainties and other information set forth in the reports and other materials filed or furnished by our partners and affiliates Checkpoint, Mustang, and Avenue with the SEC, before deciding to invest in our Securities.

If any of the following risks or the risks included in the public filings of Checkpoint, Mustang or Avenue were to materialize, our business, financial condition, results of operations, and future growth prospects could be materially and adversely affected.

In that event, the market price of our Securities could decline, and you could lose part of or all of your investment in our Securities.

In addition, you should be aware that the below stated risks should be read as being applicable to our partners and affiliates such that, if any of the negative outcomes associated with any such risk is experienced by one of our partners or affiliates, the value of Fortress’ holdings in such partner or affiliate (if any) may decline.

Risks Inherent in Drug Development

Most of our or our partner companies’ product candidates are in the early stages of development and may not be successfully developed or commercialized, and the product candidates that do advance into clinical trials may not receive regulatory approval.

Most of our existing product candidates remain in the early stages of development and will require substantial further capital expenditures, development, testing and regulatory approvals prior to commercialization.

The development and regulatory approval processes take several years, and it is unlikely that our product candidates, even if successfully developed and approved by the FDA and/or foreign equivalent regulatory bodies, would be commercially available for several years.

Only a small percentage of drugs under development successfully obtain regulatory approval and are successfully commercialized.

Accordingly, even if we are able to obtain the requisite financing to fund development programs, we cannot be sure that any of our product candidates will be successfully developed or commercialized, which could result in the failure of our business and a loss of your investment.

Pharmaceutical development has inherent risks.

Before we may seek regulatory approval for the commercial sale of any of our products, we will be required to demonstrate , through well-controlled clinical trials , that our product candidates are effective and have a favorable benefit-risk profile for their target indications.

Success in early clinical trials is not necessarily indicative of success in later stage clinical trials , during which product candidates may fail to demonstrate sufficient safety or efficacy , despite having progressed through initial clinical testing , which may cause significant setbacks.

Further, we may need to conduct additional clinical trials that are not currently anticipated.

As a result, product candidates that we advance into clinical trials may never receive regulatory approval.

Even if any of our product candidates are approved , regulatory authorities may approve any such product candidates for fewer or more limited indications than we request, may place limitations on our ability to commercialize products at the intended price points, may grant approval contingent on the product’s performance in costly post-marketing clinical trials, or may approve a label that does not include the claims necessary or desirable for the successful commercialization of that product candidate.

The regulatory authority may also require the label to contain warnings, contraindications, or precautions that limit the commercialization of the product.

In addition, the Drug Enforcement Agency (“DEA”) , or foreign equivalent , may schedule one or more of our product candidates under the Controlled Substances Act , or its foreign equivalent , which could impede such product’s commercial viability.

Any of these scenarios could impact the commercial prospects for one or more of our current or future product candidates.

The extensive regulation to which our product candidates are subject may be costly and time consuming, cause anticipated delays , and/or prevent the receipt of the required approvals for commercialization .

The research and clinical development, testing, manufacturing, labeling, storage, record-keeping, advertising, promotion, import, export, marketing and distribution of any product candidate, including our product candidates, is subject to extensive regulation by the FDA in the United States and by comparable health authorities in foreign markets.

In the United States, we are not permitted to market a product candidate until the FDA approves such product candidate’s Biologics License Application (“BLA”) or New Drug Application (“NDA”).

The approval process is uncertain, expensive, often spans many years, and can vary substantially based upon the type, complexity and novelty of the products involved.

In addition to significant and expansive clinical testing requirements, our ability to obtain marketing approval for product candidates depends on the results of required non-clinical testing, including the characterization of the manufactured components of our product candidates and validation of our manufacturing processes.

The FDA may determine that our manufacturing processes, testing procedures or equipment and facilities are inadequate to support approval.

Further, the FDA has substantial discretion in the pharmaceutical approval process and may change approval policies or interpretations of regulations at any time, which could delay, limit or preclude a product candidate’s approval.

The FDA and other regulatory agencies may delay, limit or refuse approval of a product candidate for many reasons, including, but not limited to:

● disagreement with the trial design or implementation of our clinical trials, including proper use of clinical trial methods and methods of data analysis;

● an inability to establish sufficient data and information to demonstrate that a product candidate is safe and/or effective for an indication;

● the FDA’s rejection of clinical data from trials conducted by individual investigators or in countries where the standard of care is potentially different from that of the United States;

● the FDA’s determination that clinical trial results do not meet the statistical significance levels required for approval;

● a disagreement by the applicable regulator regarding the interpretation of preclinical study or trial data;

● determination by the FDA that our manufacturing processes or facilities or those of third-party manufacturers with which we or our collaborators contract for clinical supplies or plan to contract for commercial supplies, do not satisfactorily comply with CGMPs;

● a change to the FDA’s approval policies or interpretation of regulations rendering our clinical data, product characteristics, or benefit-risk profile insufficient or unfavorable for approval.

Foreign approval procedures vary by country and may, in addition to the aforementioned risks, involve additional product testing, administrative review periods and agreements with pricing authorities.

In addition, rapid drug and biological development during the COVID-19 pandemic has raised questions about the safety and efficacy of certain marketed pharmaceuticals and may result in increased cautiousness by the FDA and comparable foreign regulatory authorities in reviewing new pharmaceuticals based on safety, efficacy or other regulatory considerations and may result in significant delays in obtaining regulatory approvals.

Any delay in obtaining, or inability to obtain, applicable regulatory approvals would prevent us from commercializing our product candidates.

Delays in the commencement of our clinical trials, or suspensions or terminations of such trials, could result in increased costs and/or delay our ability to pursue regulatory approvals.

The commencement or resumption of clinical trials can be delayed for a variety of reasons, including, but not necessarily limited to, delays in:

● obtaining regulatory approval to commence a clinical trial;

● identifying, recruiting and training suitable clinical investigators;

● reaching and maintaining agreements on acceptable terms with prospective clinical research organizations (“CROs”) and trial sites, the terms of which may be subject to extensive negotiation and modification from time to time and may vary significantly among different CROs and trial sites;

● obtaining sufficient quantities of a product candidate for use in clinical trials;

● obtaining IRB or ethics committee approval to conduct a clinical trial at a prospective site;

● developing and validating companion diagnostics on a timely basis, if required;

● adding new clinical sites once a trial has begun;

● the death, disability, departure or other change to the principal investigator or other staff overseeing the clinical trial at a given site;

● identifying, recruiting and enrolling patients to participate in a clinical trial;

● retaining patients who participate in a clinical trial and replacing those who may withdraw due to adverse events from the therapy, insufficient efficacy, fatigue with the clinical trial process, personal issues, or other reasons.

Any delays in the commencement of our clinical trials will delay our ability to pursue regulatory approval for product candidates.

In addition, many of the factors that cause, or lead to, a delay in the commencement of clinical trials may also ultimately lead to the denial of regulatory approval of a product candidate.

If any of our product candidates causes unacceptable adverse safety events in clinical trials, we may not be able to obtain regulatory approval or commercialize such product, preventing us from generating revenue from such products’ sale.

Alternatively, even if a product candidate is approved for marketing, future adverse events could lead to the withdrawal of such product from the market.

Suspensions or delays in the completion of clinical testing could result in increased costs and delay or prevent our ability to complete development of that product or generate product revenues.

Once a clinical trial has begun, patient recruitment and enrollment may be slower than we anticipate due to the nature of the clinical trial plan, the proximity of patients to clinical sites, the eligibility criteria for participation in the study or other factors.

Clinical trials may also be delayed as a result of ambiguous or negative interim results or difficulties in obtaining sufficient quantities of product manufactured in accordance with regulatory requirements and on a timely basis.

Further, a clinical trial may be modified, suspended or terminated by us, an IRB, an ethics committee or a data safety monitoring committee overseeing the clinical trial, any clinical trial site with respect to that site, or the FDA or other regulatory authorities, due to a number of factors, including, but not necessarily limited to:

● failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;

● inspection of the clinical trial operations or clinical trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

● stopping rules contained in the protocol;

● unforeseen safety issues or any determination that the clinical trial presents unacceptable health risks;

● lack of adequate funding to continue the clinical trial.

Regulatory requirements and guidance may change, and we may need to amend clinical trial protocols to reflect these changes.

Any such change may require us to resubmit clinical trial protocols to IRBs, which may in turn impact a clinical trial’s cost, timing, and likelihood of success.

If any clinical trial is delayed, suspended, or terminated, our ability to obtain regulatory approval for that product candidate will be delayed, and the commercial prospects, if any, for the product candidate may suffer.

In addition, many of these factors may ultimately lead to the denial of regulatory approval of a product candidate.

If our competitors develop treatments for any of our product candidates’ target indications and those competitor products are approved more quickly, marketed more successfully or demonstrated to be more effective, the commercial opportunity for our product candidates will be reduced or eliminated.

The biotechnology and pharmaceutical industries are subject to rapid and intense technological change.

We face, and will continue to face, competition in the development and marketing of our product candidates from academic institutions, government agencies, research institutions and biotechnology and pharmaceutical companies.

Furthermore, new developments, including the development of other drug technologies and methods of preventing the incidence of disease, occur in the pharmaceutical industry at a rapid pace.

Any of these developments may render one or more of our product candidates obsolete or noncompetitive.

Competitors may seek to develop alternative formulations that do not directly infringe on our in-licensed patent rights.

The commercial opportunity for one or more of our product candidates could be significantly harmed if competitors are able to develop alternative formulations outside the scope of our in-licensed patents.

Compared to us, many of our potential competitors have substantially greater:

● capital resources;

● development resources, including personnel and technology;

● clinical trial experience;

● regulatory experience;

● expertise in prosecution of intellectual property rights;

● manufacturing, distribution and sales and marketing capabilities.

As a result of these factors, our competitors may obtain regulatory approval for their products more rapidly than we are able to, or may obtain patent protection or other intellectual property or exclusivity rights that limit our ability to develop or commercialize one or more of our product candidates.

Our competitors may also develop drugs that are more effective, safe, useful and/or less costly than ours and may be more successful than us in manufacturing and marketing their products.

Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.

We will also face competition from these third parties in establishing clinical trial sites, in patient registration for clinical trials, and in identifying and in-licensing new product candidates.

Negative public opinion and increased regulatory scrutiny of the therapies that underpin many of our product candidates may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.

If any of the technologies underpinning our product candidates, including gene therapy, is claimed to be unsafe, such product candidate may not gain the acceptance of the public or the medical community.

The success of our gene therapy platforms in particular depends upon physicians who specialize in treating the diseases targeted by our product candidates prescribing treatments involving our product candidates in lieu of, or in addition to, treatments with which they are already familiar and for which greater clinical data may be available.

More restrictive government regulations or negative public opinion would have a negative effect on our business or financial condition and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop.

Adverse events in our clinical trials, even if not ultimately attributable to our product candidates, and the resulting publicity, could lead to increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of our potential product candidates, stricter labeling requirements for those product candidates that do obtain approval and/or a decrease in demand for any such product candidates.

Concern about environmental spread of our products, whether real or anticipated, may also hinder the commercialization of our products.

The FDA limits regulatory approval for our product candidates to those specific indications and conditions for which clinical safety and efficacy have been demonstrated.

Any regulatory approval is limited to the indications for use and related treatment of those specific diseases set forth in the approval for which a product is deemed to be safe and effective by the FDA.

In addition to the FDA approval required for new formulations, any new indication for an approved product also requires FDA approval.

If we are not able to obtain FDA approval for any desired future indications for our products, our ability to effectively market and sell our products may be reduced and our business may be adversely affected.

While physicians may prescribe drugs for uses that are not described in the product’s label or that differ from those tested in clinical studies and approved by the regulatory authorities (“off label uses”), our ability to promote the products is limited to those indications that are specifically approved by the FDA.

Such off-label uses are common across medical specialties and may constitute an appropriate treatment for some patients in varied circumstances.

Regulatory authorities in the U.S.

generally do not regulate the practice of medicine or behavior of physicians in their choice of treatments.

Regulatory authorities do, however, restrict communications by pharmaceutical companies regarding the promotion of off-label use.

If our promotional activities fail to comply with these regulations or guidelines, we may be subject to compliance or enforcement actions, including Warning Letters, by, these authorities.

In addition, our failure to follow FDA laws, regulations and guidelines relating to promotion and advertising may cause the FDA to suspend or withdraw an approved product from the market, request a recall, institute fines, or could result in disgorgement of money, operating restrictions, corrective advertising, injunctions or criminal prosecution, any of which could harm our business.

Risks Pertaining to the Need for and Impact of Existing and Additional Financing Activities

We have historically financed a significant portion of our growth and operations in part through the assumption of debt.

Should an event of default occur under any applicable loan documents, our business would be materially adversely affected.

Further, our current credit arrangement with Oaktree Capital restricts our and certain of our partner companies’ abilities to take certain actions.

At December 31, 2020, the total amount of debt outstanding, net of the debt discount was $51.7 million.

If we default on our obligations, the holders of our debt may declare the outstanding amounts immediately payable together with accrued interest, and/or take possession of any pledged collateral.

If an event of default occurs, we may be unable to cure it within the applicable cure period, if at all.

If the maturity of our indebtedness is accelerated, we may not have sufficient funds available for repayment and we may be unable to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us, or at all.

In addition, current or future debt obligations may limit our ability to finance future operations, satisfy capital needs, or to engage in, expand or pursue our business activities.

Such restrictions may also prevent us from engaging in activities that could be beneficial to our business and our stockholders unless we repay the outstanding debt, which may not be desirable or possible.

On August 27, 2020, we entered into a $60.0 million senior secured credit agreement with Oaktree Fund Administration, LLC and the lenders from time-to-time party thereto (collectively, “Oaktree”).

The Oaktree credit agreement contains certain affirmative and negative covenants restricting our and certain of our partner companies’ abilities to take certain actions, especially as pertains indebtedness, liens, investments, affiliate transactions, acquisitions, mergers, dispositions, prepayment of other indebtedness, dividends and other distributions (subject in each case to exceptions).

The Oaktree credit agreement also contains financial covenants obligating us to maintain a minimum liquidity amount and a minimum amount of revenue, in both cases subject to exceptions.

The breach of any such provisions (even, potentially, in an immaterial manner) could result in an event of default under the Oaktree credit agreement, the announcement and impact of which could have a negative impact on the trading prices of our securities.

The restrictions imposed by such provisions may also inhibit our and certain of our partner companies’ ability to enter into certain transactions or arrangements that management otherwise believes would be in our or such partner companies’ best interests, such as dispositions that would result in cash inflows to Fortress and/or our partner companies, or acquisitions or financings that would promote future growth.

We have a history of operating losses that is expected to continue, and we are unable to predict the extent of future losses, whether we will be able to sustain current revenues or whether we will ever achieve or sustain profitability.

We continue to generate operating losses in all periods including losses from continuing operations of approximately $103.0 million and $101.7 million for the years ended December 31, 2020 and 2019, respectively.

At December 31, 2020, we had an accumulated deficit of approximately $482.8 million.

We expect to make substantial expenditures and incur increasing operating costs and interest expense in the future, and our accumulated deficit will increase significantly as we expand development and clinical trial activities for our product candidates and finance investments in certain of our existing and new partners and affiliates in accordance with our growth strategy.

Our losses have had, and are expected to continue to have, an adverse impact on our working capital, total assets and stockholders’ equity.

Because of the numerous risks and uncertainties associated with developing pharmaceutical products, we are unable to predict the timing or amount of increased expenses or when or if, we will be able to achieve profitability.

Our net losses may fluctuate significantly from quarter to quarter and year to year.

We anticipate that our expenses will increase substantially if:

● one or more of our development-stage product candidates is approved for commercial sale and we decide to commercialize such product(s) ourselves, due to the need to establish the necessary commercial infrastructure to launch and commercialize this product candidate without substantial delays, including hiring sales and marketing personnel and contracting with third parties for manufacturing, testing, warehousing, distribution, cash collection and related commercial activities;

● we are required by the FDA or a foreign regulatory authority to perform studies in addition to those currently expected;

● there are any delays in completing our clinical trials or the development of any of our product candidates;

● we execute other collaborative, licensing or similar arrangements, depending on the timing of payments we may make or receive under these arrangements;

● there are variations in the level of expenses related to our future development programs;

● we become involved in any product liability or intellectual property infringement lawsuits;

● there are any regulatory developments affecting our competitors’ product candidates.

Our ability to become profitable depends upon our ability to generate revenue.

To date, we have not generated any revenue from our development stage products, and we do not know when, or if, we will generate any revenue from such development-stage products.

Our ability to generate revenue from such development-stage products depends on a number of factors, including, but not limited to, our ability to:

● obtain regulatory approval for one or more of our product candidates, or any future product candidate that we may license or acquire in the future;

● manufacture commercial quantities of one or more of our product candidates or any future product candidate, if approved, at acceptable cost levels;

● develop a commercial organization and the supporting infrastructure required to successfully market and sell one or more of our product candidates or any future product candidate, if approved.

Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our research and development efforts, diversify our product offerings or even continue our operations.

A decline in the value of our company could also cause you to lose all or part of your investment.

To fund our operations and service our debt securities, which may be deemed to include our Series A Preferred Stock, we will be required to generate a significant amount of cash.

Our ability to generate cash depends on a number of factors, some of which are beyond our control, and any failure to meet our debt obligations would have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common stock and/or preferred stock to decline.

Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make payments on our debt.

If we do not generate sufficient cash flow to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital.

Alternatively, as we have done in the past, we may also elect to refinance certain of our debt, for example, to extend maturities.

Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at such time.

If we are unable to access the capital markets, whether because of the condition of those capital markets or our own financial condition or reputation within such capital markets, we may be unable to refinance our debt.

In addition, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms, or at all, could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common stock and/or debt securities to decline.

Repayment of our indebtedness is dependent in part on the generation of cash flow by Journey and its ability to make such cash available to us, by dividend, debt repayment or otherwise.

Journey may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness.

Each of our subsidiaries, including Journey, is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

Our ability to continue to reduce our indebtedness will depend upon factors including our future operating performance, our ability to access the capital markets to refinance existing debt and prevailing economic conditions and financial, business and other factors, many of which are beyond our control.

We can provide no assurance of the amount by which we will reduce our debt, if at all.

In addition, servicing our debt will result in a reduction in the amount of our cash flow available for other purposes, including operating costs and capital expenditures that could improve our competitive position and results of operations.

We may need substantial additional funding and may be unable to raise capital when needed, which may force us to delay, curtail or eliminate one or more of our R&D programs, commercialization efforts or planned acquisitions and potentially change our growth strategy.

Our R&D programs will require substantial additional capital for research, preclinical testing and clinical trials, establishing pilot scale and commercial scale manufacturing processes and facilities, and establishing and developing quality control, regulatory, marketing, sales, and administrative capabilities to support these programs.

We expect to fund our R&D activities from a combination of cash generated from royalties and milestones from our partners in various past, ongoing, and future collaborations, and through additional equity or debt financings from third parties.

These financings could depress the stock prices of our securities.

additional funds are required to support our operations and such funds cannot be obtained on favorable terms, we may not be able

to develop products, which will adversely impact our growth strategy.

Collaborative relationships with third

parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return.

We anticipate substantial reliance upon

strategic collaborations for marketing and commercializing our existing product candidates and we may rely even more on strategic

collaborations for R&D of other product candidates.

We may sell product offerings through strategic partnerships with pharmaceutical

and biotechnology companies.

If we are unable to establish or manage such strategic collaborations on terms favorable to us in

the future, our revenue and drug development may be limited.

If we enter into R&D collaborations

during the early phases of drug development, success will, in part, depend on the performance of research collaborators.

not directly control the amount or timing of resources devoted by research collaborators to activities related to product candidates.

Research collaborators may not commit sufficient resources to our R&D programs.

If any research collaborator fails to commit

sufficient resources, the preclinical or clinical development programs related to the collaboration could be delayed or terminated.

Also, collaborators may pursue existing or other development-stage products or alternative technologies in preference to those

being developed in collaboration with us.

Finally, if we fail to make required milestone or royalty payments to collaborators or

to observe other obligations in agreements with them, the collaborators may have the right to terminate or stop performance of

those agreements.

Establishing strategic collaborations is

difficult and time-consuming.

Our discussions with potential collaborators may not lead to the establishment of collaborations

on favorable terms, if at all.

Potential collaborators may reject collaborations based upon their assessment of our financial,

regulatory or intellectual property positions.

Even if we successfully establish new collaborations, these relationships may never

result in the successful development or commercialization of product candidates or the generation of sales revenue.

To the extent

that we enter into collaborative arrangements, the related product revenues that might follow are likely to be lower than if we

directly marketed and sold products.

Such collaborators may also consider alternative product candidates or technologies for similar

indications that may be available to collaborate on, and such collaborations could be more attractive than the one with us for

any future product candidate.

Management of our relationships with collaborators

will require:

significant time and effort from our management team;

coordination of our marketing and R&D programs with the respective marketing and R&D priorities of our collaborators;

effective allocation of our resources to multiple projects.

As we continue to execute our growth

strategy, we may be subject to further government regulation which could adversely affect our financial results.

If we engage in business combinations and

other transactions that result in holding minority or non-control investment interests in a number of entities, we may become subject

to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

If we do become

subject to the Investment Company Act, we would be required to register as an investment company and could be expected to incur

significant registration and compliance costs in the future.

We may not be able to manage our anticipated

growth, which may in turn adversely impact our business.

We will need to continue to expend capital

on improving our infrastructure to address our anticipated growth.

Acquisitions of companies or products could place a strain on

our management, and administrative, operational and financial systems.

In addition, we may need to hire, train, and manage more

employees, focusing on their integration with us and corporate culture.

Integration and management issues associated with increased

acquisitions may require a disproportionate amount of our management’s time and attention and distract our management from

other activities related to running our business.

We may not be able to hire or retain

key officers or employees needed to implement our business strategy and develop products and businesses.

Our success depends on the continued contributions

of our executive officers, financial, scientific, and technical personnel and consultants, and on our ability to attract additional

personnel as we continue to implement growth strategies and acquire and invest in companies with varied businesses.

operating history, many essential responsibilities have been assigned to a relatively small number of individuals.

we continue to implement our growth strategy, the demands on our key employees will expand, and we will need to recruit additional

qualified employees.

The competition for such qualified personnel is intense, and the loss of services of certain key personnel,

or our inability to attract additional personnel to fill critical positions, could adversely affect our business.

We currently depend heavily upon the efforts

and abilities of our management team and the management teams of our partners.

The loss or unavailability of the services of any

of these individuals could have a material adverse effect on our business, prospects, financial condition and results.

we have not obtained, do not own, and are not the beneficiary of key-person life insurance for any of our key personnel.

maintain a limited amount of directors’

and officers’

liability insurance coverage.

There can be no assurance that

this coverage will be sufficient to cover the costs of the events that may occur, in which case, there could be a substantial impact

on our ability to continue operations.

Our employees, consultants, or third-party

partners may engage in misconduct or other improper activities, including but not necessarily limited to noncompliance with regulatory

standards and requirements or internal procedures, policies or agreements to which such employees, consultants and partners are

subject, any of which could have a material adverse effect on our business.

We are exposed to the risk of employee

fraud or other misconduct.

Misconduct by employees, consultants, or third-party partners could include intentional failures to

comply with FDA regulations, provide accurate information to the FDA, comply with current good manufacturing practices (“cGMPs”),

comply with federal and state healthcare fraud and abuse laws and regulations, report financial information or data accurately,

comply with internal procedures, policies or agreements to which such employees, consultants or partners are subject, or disclose

unauthorized activities to us.

In particular, sales, marketing and business arrangements in the healthcare industry are subject

to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices.

These laws and

regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer

incentive programs and other business arrangements.

Employee, consultant, or third-party misconduct could also involve the improper

use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our

reputation, as well as civil and criminal liability.

The precautions we take to detect and prevent this activity may not be effective

in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits

stemming from a failure to be in compliance with such laws or regulations.

If any such actions are instituted against us, and we

are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business

and results of operations, including the imposition of significant fines or other civil and/or criminal sanctions.

We receive a large amount of proprietary

information from potential or existing licensors of intellectual property and potential acquisition target companies, all pursuant

to confidentiality agreements.

The confidentiality and proprietary invention assignment agreements that we have in place with each

of our employees and consultants prohibit the unauthorized disclosure of such information, but such employees or consultants may

nonetheless disclose such information through negligence or willful misconduct.

Any such unauthorized disclosures could subject

us to monetary damages and/or injunctive or equitable relief.

The notes, analyses and memoranda that we have generated based on

such information are also valuable to our businesses, and the unauthorized disclosure or misappropriation of such materials by

our employees and consultants could significantly harm our strategic initiatives –

especially if such disclosures are made

to our competitor companies.

Certain of our officers and directors

serve in similar roles at our partners, affiliates, related parties and/or other entities with which we transact business or in

which we hold significant minority ownership positions;

ongoing and future relationships and transactions between these parties

could result in conflicts of interest.

We share directors and/or officers with

certain of our partners, and other entities with which we transact business or in which we hold significant minority ownership

positions, and such arrangements could create conflicts of interest in the future, including with respect to the allocation of

corporate opportunities.

While we believe that we have put in place policies and procedures to identify and mitigate such conflicts,

and that any existing agreements that may give rise to such conflicts and any such policies or procedures were negotiated at arm’s

length in conformity with fiduciary duties, such conflicts of interest may nonetheless arise.

The existence and consequences of

such potential conflicts could expose us to lost profits, claims by our investors and creditors, and harm to our results of operations.

Risks Related to Our Biopharmaceutical

Business and Industry

We are an early-stage company with limited

operating history on which stockholders can base an investment decision, and we rely heavily on third parties for the development

and manufacturing of products and product candidates.

We are primarily an early-stage biopharmaceutical

company and certain of our partners, on whose successes we largely rely, are also early-stage biopharmaceutical companies with

limited operating histories.

To date, we have engaged primarily in acquisition, evaluative and R&D activities and have not

generated any revenues from product sales (except through Journey).

We have incurred significant net losses since our inception.

As of December 31, 2019, we had an accumulated deficit of approximately $436.2 million.

We may need to rely on third parties

for activities critical to the product candidate development process, including but not necessarily limited to:

identifying and evaluating product candidates;

negotiating, drafting and entering into licensing and other arrangements with product development partners;

continuing to undertake pre-clinical development and designing and executing clinical trials.

We have also not demonstrated the ability

to perform the functions necessary for the successful commercialization of any of our pre-market product candidates, should any

of them be approved for marketing.

If we were to have any such product candidates approved, the successful commercialization of

such products would require us to perform or contract with third parties for performance of a variety of critical functions, including,

but not necessarily limited to:

advising and participating in regulatory approval processes;

formulating and manufacturing products for clinical development programs and commercial sale;

conducting sales and marketing activities.

Our operations have been limited to acquiring,

developing and securing the proprietary rights for, and undertaking pre-clinical development and clinical trials of, product candidates,

both at the Fortress level and via our partner companies.

These operations provide a limited basis for our stockholders and prospective

investors to assess our ability to develop and commercialize potential product candidates, as well as for you to assess the advisability

of investing in our securities.

If we are unable to establish or maintain

sales and marketing capabilities or fail to enter into agreements with third parties to market, distribute and sell products that

may be successfully developed, we may not be able to effectively market and sell products and generate product revenue.

We do not currently have the infrastructure

for the sales, marketing and distribution of any of our product candidates (except for that which exists through Journey), and

we must build and maintain such infrastructures or make arrangements with third parties to perform these functions in order to

commercialize any products that we may successfully develop.

The establishment and development of a sales force, either by us or

certain of our partners, or the establishment of a contract sales force, to market any products for which we may receive marketing

approval is expensive and time-consuming and could delay any such product launch or compromise the successful commercialization

of such products.

If we are unable to establish and maintain sales and marketing capabilities or any other non-technical capabilities

necessary to commercialize any products that may be successfully developed, we will need to contract with third parties to market

and sell such products.

We may not be able to establish arrangements with third parties on commercially reasonable terms, or at

Notwithstanding the foregoing, Journey’s sales force has been and is expected to continue to be an important contributor

to its commercial success;

any disruptions to Journey’s relationship with such sales force could materially adversely affect

Journey’s product sales.

If any of our product candidates that

may be successfully developed do not achieve broad market acceptance among physicians, patients, healthcare payors and the medical

community, the revenues that any such product candidates generate from sales will be limited.

Even if our product candidates receive

regulatory approval, they may not gain market acceptance among physicians, patients, healthcare payors and the medical community.

Coverage and reimbursement of our product candidates by third-party payors, including government payors, generally would also be

necessary for commercial success.

The degree of market acceptance of any approved products would depend on a number of factors,

including, but not necessarily limited to:

the efficacy and safety as demonstrated in clinical trials;

the timing of market introduction of such product candidate as well as competitive products;

the clinical indications for which the product is approved;

acceptance by physicians, major operators of hospitals and clinics and patients of the product as a safe and effective treatment;

the potential and perceived advantages of product candidates over alternative treatments;

the safety of product candidates in a broader patient group (i.e., based on actual use);

the cost of treatment in relation to alternative treatments;

the availability of adequate reimbursement and pricing by third parties and government authorities;

changes in regulatory requirements by government authorities for our product candidates;

relative convenience and ease of administration;

the prevalence and severity of side effects and adverse events;

the effectiveness of our sales and marketing efforts;

unfavorable publicity relating to the product.

If any product candidate is approved but

does not achieve an adequate level of acceptance by physicians, hospitals, healthcare payors and patients, we may not generate

sufficient revenue from these products and in turn we may not become or remain profitable.

Reimbursement may be limited or unavailable

in certain market segments for our product candidates, which could make it difficult for us to sell our products profitably.

We intend to seek approval to market our

future products in both the United States and in countries and territories outside the United States.

If we obtain approval in

one or more foreign countries, we will be subject to rules and regulations in those countries relating to such products.

some foreign countries, particularly in the European Union, the pricing of prescription pharmaceuticals and biologics is subject

to governmental control.

In these countries, pricing negotiations with governmental authorities can take considerable time after

the receipt of marketing approval for a product candidate.

In addition, market acceptance and sales of our product candidates will

depend significantly on the availability of adequate coverage and reimbursement from third-party payors for any of our product

candidates and may be affected by existing and future healthcare reform measures.

Government authorities and third-party

payors, such as private health insurers and health maintenance organizations, decide which pharmaceuticals they will pay for and

establish reimbursement levels.

Reimbursement by a third-party payor may depend upon a number of factors, including the third-party

payor’s determination that use of a product is:

If additional funds are required to support our operations and such funds cannot be obtained on favorable terms, we may not be able to develop products, which will adversely impact our growth strategy.

Our operations have consumed substantial amounts of cash since inception.

During the years ended December 31, 2020 and 2019 we incurred R&D expenses of approximately $61.3 million and $75.2 million, respectively.

We expect to continue to spend significant amounts on our growth strategy.

We believe that our current cash and cash equivalents will enable us to continue to fund operations in the normal course of business for at least the next 12 months from the filing of this 10-K.

Until such time, if ever, as we can generate a sufficient amount of product revenue and achieve profitability, however, we expect to seek to finance potential cash needs.

Our ability to obtain additional funding when needed, changes to our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our planned R&D activities, expenditures, acquisitions and growth strategy, increased expenses or other events may affect our need for additional capital in the future and require us to seek additional funding sooner or on different terms than anticipated.

In addition, if we are unable to raise additional capital when needed, we might have to delay, curtail or eliminate one or more of our R&D programs and commercialization efforts and potentially change our growth strategy.

The terms of our existing debt arrangements, including that with Oaktree, have and will continue to inhibit our and our subsidiaries’ abilities to raise capital.

We may be unable to generate returns for our investors if our partner companies and subsidiaries, several of which have limited or no operating history, have no commercialized revenue generating products, or are not yet profitable, cannot obtain additional third-party financing.

As part of our growth strategy, we have made and will likely continue to make substantial financial and operational commitments in our subsidiaries, which often have limited or no operating history, no commercialized revenue generating products, and require additional third-party financing to fund product and services development or acquisitions.

Our business depends in large part on the ability of one or more of our subsidiaries and/or partner companies to innovate, in-license, develop or acquire successful biopharmaceutical products and/or acquire companies in increasingly competitive and highly regulated markets.

If certain of our subsidiaries and/or partner companies do not successfully obtain additional third-party financing to commercialize products, or are not acquired in change-of-control transactions that result in cash distributions, as applicable, the value of our businesses and our ownership stakes in our partner companies may be materially adversely affected.

Raising additional funds by issuing securities or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.

To the extent that we raise additional capital by issuing common stock (or preferred stock that is convertible into common stock), the share ownership of existing stockholders will be diluted.

We have also entered into financing arrangements to raise capital for our subsidiaries under which Fortress common stock is or may be issuable to investors in lieu of cash, upon certain conditions being met;

in the event such issuances take place, they will also be dilutive of the stakes of existing stockholders.

Any future debt financings may involve covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, redeem our stock, make certain financial commitments and engage in certain merger, consolidation or asset sale transactions, among other restrictions.

In addition, if we raise additional funds through licensing or sublicensing arrangements, it may be necessary to relinquish potentially valuable rights to our product candidates or grant licenses on terms that are not favorable to us.

Risks Pertaining to Our Existing Revenue Stream from Journey Medical Corporation

Future revenue based on sales of our dermatology products, especially Ximino, Targadox and Exelderm, may be lower than expected or lower than in previous periods.

The vast majority of our operating income for the foreseeable future is expected to come from the sale of dermatology products through our partner company Journey Medical Corporation.

Any setback that may occur with respect to such products, in particular Ximino, Targadox and Exelderm, could significantly impair our operating results and/or reduce our revenue and the market prices of our Securities.

Setbacks for such products could include, but are not necessarily limited to, problems with shipping, distribution, demand, manufacturing, product safety, marketing, government regulation or reimbursement, licenses and approvals, intellectual property rights, competition with existing or new products, physician or patient acceptance of the products, as well as higher than expected total rebates, returns or recalls.

Also, the majority of Journey’s sales derive from products that are without patent protection and/or are or may become subject to third party generic competition;

the introduction of new competitor products, or increased market share of existing competitor products, could have a significant adverse effect on our operating income.

We face challenges as our products face generic competition and/or losses of exclusivity.

Journey’s products do and may compete with well-established products, both branded and generic, with similar or the same indications.

We face increased competition from manufacturers of generic pharmaceutical products, who may submit applications to FDA seeking to market generic versions of Journey’s products.

In connection with these applications, the generic drug companies may seek to challenge the validity and enforceability of our patents through litigation.

When patents covering certain of our products (if applicable) expire or are successfully challenged through litigation or in PTO proceedings, if a generic ompany launches a competing product “at risk,” or when the regulatory or licensed exclusivity for our products (if applicable) expires or is otherwise lost, we may face generic competition as a result.

Generic versions are generally significantly less expensive than branded versions, and, where available, may be required to be utilized before or in preference to the branded version under third-party reimbursement programs, or substituted by pharmacies.

Accordingly, when a branded product loses its market exclusivity, it normally faces intense price competition from generic forms of the product.

To successfully compete for business with managed care and pharmacy benefits management organizations, we must often demonstrate that our products offer not only medical benefits, but also cost advantages as compared with other forms of care.

Any disruptions to the capabilities, composition, size or existence of Journey’s sales force may have a significant adverse impact on our existing revenue stream.

If we are unable to establish and/or maintain sales and marketing capabilities or fail to enter into agreements with third parties to market, distribute and sell products that may be successfully developed in the future, we may be unable to effectively market and sell such products and generate product revenue.

Journey’s sales force has been and is expected to continue to be an important contributor to its commercial success.

Any disruptions to Journey’s relationship with such sales force or the third-party contractor through which they are engaged could materially adversely affect Journey’s product sales.

Journey may from time-to-time acquire additional products with which its existing sales force has little familiarity (e.g., with respect to indications, product labels, dosages, formulations or delivery mechanisms), and there is no guarantee that Journey’s sales force will have success in marketing such new products in the near-term or ever.

Apart from Journey, we do not currently have the infrastructure for the sales, marketing and distribution of any of our product candidates, and we must build and maintain such infrastructures or make arrangements with third parties to perform these functions in order to commercialize any products that we may successfully develop.

The establishment and development of a sales force, either by us or our partners, or the establishment of a contract sales force, to market any products for which we may receive marketing approval is expensive and time-consuming and could delay any such product launch or compromise the successful commercialization of such products.

If we are unable to establish and maintain sales and marketing capabilities or any other non-technical capabilities necessary to commercialize any products that may be successfully developed, we will need to contract with third parties to market and sell such products.

We may not be able to establish arrangements with third parties on commercially reasonable terms, or at all.

If our products are not included in managed care organizations’ formularies or coverage by other organizations, our products’ utilization and market shares may be negatively impacted, which could have a material adverse effect on our business and financial condition.

Managed care organizations and other third-party payors try to negotiate the pricing of medical services and products to control their costs.

Managed care organizations and pharmacy benefit managers typically develop formularies to reduce their cost for medications.

Formularies are based on the prices and therapeutic benefits of available products.

Due to their lower costs, generic products are often favored.

The breadth of the products covered by formularies varies considerably from one managed care organization to another, and many formularies include alternative and competitive products for treatment of particular medical conditions.

Failure to be included in such formularies or to achieve favorable formulary status may negatively impact the utilization and market share of our products.

If our products are not included within an adequate number of formularies or adequate reimbursement levels are not provided, or if those policies increasingly favor generic products, this could have a material adverse effect on our business and financial condition.

Reimbursement for our product and product candidates may be limited or unavailable in certain market segments, which could make it difficult for us to sell our products profitably.

We have obtained approval for some products, and intend to seek approval for other product candidates, to commercialize in both the United States and in countries and territories outside the United States.

If we obtain approval in one or more foreign countries, we will be subject to rules and regulations in those countries relating to such products.

In some foreign countries, particularly in the European Union, the pricing of prescription pharmaceuticals and biologics is subject to governmental control.

In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product candidate.

In addition, market acceptance and sales of our product candidates will depend significantly on the availability of adequate coverage and reimbursement from third-party payors for any of our product candidates and may be affected by existing and future healthcare reform measures.

Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which pharmaceuticals they will pay for and establish reimbursement levels.

Reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination regarding whether a product is:

● a covered benefit under its health plan;

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● experimental or investigational.

Obtaining coverage and reimbursement approval

for a product from a government or other third-party payor is a time consuming and costly process that could require that we provide

supporting scientific, clinical and cost-effectiveness data for the use of our products to the payor.

We may not be able to provide

data sufficient to gain acceptance with respect to coverage and reimbursement.

If reimbursement of our future products is unavailable

or limited in scope or amount, or if pricing is set at unsatisfactory levels, we may be unable to achieve or sustain profitability.

Additionally, while we may seek approval of our products in combination with each other, there can be no guarantee that we will

obtain coverage and reimbursement for any of our products together, or that such reimbursement will incentivize the use of our

products in combination with each other as opposed to in combination with other agents which may be priced more favorably to the

medical community.

In both the United States and certain foreign

countries, there have been a number of legislative and regulatory changes to the healthcare system that could impact our ability

to sell our products profitably.

In particular, the Medicare Modernization Act of 2003 revised the payment methodology for many

products reimbursed by Medicare, resulting in lower rates of reimbursement for many types of drugs, and added a prescription drug

benefit to the Medicare program that involves commercial plans negotiating drug prices for their members.

Since 2003, there have

been a number of other legislative and regulatory changes to the coverage and reimbursement landscape for pharmaceuticals.

The Patient Protection and Affordable Care

Act, as amended by the Health Care and Education Reconciliation Act of 2010, collectively, the “Affordable Care Act”

or “ACA,”

was enacted in 2010 and made significant changes to the United States’

healthcare system.

any revisions or replacements of that Act, any substitute legislation, and other changes in the law or regulatory framework could

have a material adverse effect on our business.

Among the provisions of the ACA of importance

to our potential product candidates are:

an annual, nondeductible fee on any entity that manufactures, or imports specified branded prescription drugs and biologic agents, apportioned among these entities according to their market share in certain government healthcare programs;

Obtaining coverage and reimbursement approval for a product from a government or other third-party payor is a time consuming and costly process that could require that we provide supporting scientific, clinical and cost-effectiveness data for the use of our products to the payor.

We may not be able to provide data sufficient to gain acceptance with respect to coverage and reimbursement.

If reimbursement of our future products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, we may be unable to achieve or sustain profitability.

Additionally, while we may seek approval of our products in combination with each other, there can be no guarantee that we will obtain coverage and reimbursement for any of our products together, or that such reimbursement will incentivize the use of our products in combination with each other as opposed to in combination with other agents which may be priced more favorably to the medical community.

Legislative and regulatory changes to the healthcare systems of the United States and certain foreign countries could impact our ability to sell our products profitably.

In particular, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA) changed the way Medicare covers and pays for pharmaceutical products by revising the payment methodology for many products reimbursed by Medicare, resulting in lower rates of reimbursement for many types of drugs, and added a prescription drug benefit to the Medicare program that involves commercial plans negotiating drug prices for their members.

In addition, this law provided authority for limiting the number of drugs that will be covered in any therapeutic class.

Cost reduction initiatives and other provisions of this law and future laws could decrease the coverage and price that we will receive for any approved products.

While the MMA only applies to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates.

Therefore, any limitations in reimbursement that results from the MMA may result in reductions in payments from private payors.

Since 2003, there have been several other legislative and regulatory changes to the coverage and reimbursement landscape for pharmaceuticals.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, collectively, the “Affordable Care Act” or “ACA,” was enacted in 2010 and made significant changes to the United States’ healthcare system.

The ACA and any revisions or replacements of that Act, any substitute legislation, and other changes in the law or regulatory framework could have a material adverse effect on our business.

Among the provisions of the ACA of importance to our potential product candidates are:

● an annual, nondeductible fee on any entity that manufactures, or imports specified branded prescription drugs and biological products apportioned among these entities according to their market share in certain government healthcare programs;

● an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13.0% of the average manufacturer price for branded and generic drugs, respectively;

● expansion of healthcare fraud and abuse laws, including the federal False Claims Act and the federal Anti-Kickback Statute, new government investigative powers and enhanced penalties for non-compliance;

a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for a manufacturer’s outpatient drugs to be covered under Medicare Part D;

extension of a manufacturer’s Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations;

expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals and by adding new mandatory eligibility categories for certain individuals with income at or below 138% of the federal poverty level, thereby potentially increasing a manufacturer’s Medicaid rebate liability;

● a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for a manufacturer’s outpatient drugs to be covered under Medicare Part D;

● extension of a manufacturer’s Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations;

● expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals and by adding new mandatory eligibility categories for certain individuals with income at or below 138% of the federal poverty level, thereby potentially increasing a manufacturer’s Medicaid rebate liability;

● expansion of the entities eligible for discounts under the 340B Drug Pricing Program;

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● a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research.

The Supreme Court upheld the ACA in the

main challenge to the constitutionality of the law in 2012.

Specifically, the Supreme Court held that the individual mandate and

corresponding penalty was constitutional because it would be considered a tax by the federal government.

The Supreme Court also

upheld federal subsidies for purchasers of insurance through federally facilitated exchanges in a decision released in June 2015.

President Trump ran for office on a platform

that supported the repeal of the ACA, and one of his first actions after his inauguration was to sign an Executive Order instructing

federal agencies to waive or delay requirements of the ACA that impose economic or regulatory burdens on states, families, the

health-care industry and others.

In January 2017, Congress voted to

adopt a budget resolution for fiscal year 2017, or the Budget Resolution, that authorizes the implementation of legislation that

would repeal portions of the ACA.

The Budget Resolution is not a law.

However, it is widely viewed as the first step toward the

passage of legislation that would repeal certain aspects of the ACA.

In March 2017, following the passage of the budget resolution

for fiscal year 2017, the United States House of Representatives passed legislation known as the American Health Care Act of 2017,

which, if enacted, would amend or repeal significant portions of the ACA.

Attempts in the Senate in 2017 to pass ACA repeal legislation,

including the Better Care Reconciliation Act of 2017, were unsuccessful.

At the end of 2017, Congress passed the

Tax Cuts and Jobs Act, which repealed the penalty for individuals who fail to maintain minimum essential health coverage as required

Following this legislation, Texas and 19 other states filed a lawsuit alleging that the ACA is unconstitutional as

the individual mandate was repealed, undermining the legal basis for the Supreme Court’s prior decision.

On December 14,

2018, a Texas federal district court judge issued a ruling declaring that the ACA in its entirety is unconstitutional.

the Fifth Circuit upheld the district court’s ruling that the individual mandate is unconstitutional.

However, the Fifth

Circuit remanded the case back to the district court to conduct a more thorough assessment of the constitutionality of the entire

ACA despite the individual mandate being unconstitutional.

While this decision has no immediate legal effect on the ACA and its

provisions, this lawsuit is ongoing and the outcome may have a significant impact on our business.

The Bipartisan Budget Act of 2018, the

“BBA,”

which set government spending levels for Fiscal Years 2018 and 2019, revised certain provisions of the ACA.

Specifically, beginning in 2019, the BBA increased manufacturer point-of-sale discounts off negotiated prices of applicable brand

drugs in the Medicare Part D coverage gap from 50% to 70%, ultimately increasing the liability for brand drug manufacturers.

Further, this mandatory manufacturer discount applies to biosimilars beginning in 2019.

The 116th Congress has explored legislation

intended to address the cost of prescription drugs.

Notably, the major committees of jurisdiction in the Senate (Finance Committee,

Health, Education, Labor and Pensions Committee, and Judiciary Committee), have marked up legislation intended to address various

elements of the prescription drug supply chain.

Proposals include a significant overhaul of the Medicare Part D benefit design,

addressing patent “loopholes”, and efforts to cap the increase in drug prices.

The House Energy and Commerce Committee

approved drug-related legislation intended to increase transparency of drug prices and also curb anti-competitive behavior in the

pharmaceutical supply chain.

In addition, the House Ways & Means Committee approved legislation intended to improve drug

price transparency, including for drug manufacturers to justify certain price increases.

While we cannot predict what proposals

may ultimately become law, the elements under consideration could significantly change the landscape in which the pharmaceutical

market operates.

The Senate Committee on Health, Education,

Labor, and Pensions (HELP) advanced the Lower Health Care Costs Act of 2019.

Among other things, the bill is intended to reduce

costs in the United States health sector.

The Supreme Court upheld the ACA in the main challenge to the constitutionality of the law in 2012.

Specifically, the Supreme Court held that the individual mandate and corresponding penalty was constitutional because it would be considered a tax by the federal government.

The Supreme Court also upheld federal subsidies for purchasers of insurance through federally facilitated exchanges in a decision released in June 2015.

At the end of 2017, Congress passed the Tax Cuts and Jobs Act, which repealed the penalty for individuals who fail to maintain minimum essential health coverage as required by the ACA.

Following this legislation, Texas and 19 other states filed a lawsuit alleging that the ACA is unconstitutional as the individual mandate was repealed, undermining the legal basis for the Supreme Court’s prior decision.

On December 14, 2018, a Texas federal district court judge issued a ruling declaring that the ACA in its entirety is unconstitutional.

Upon appeal, the Fifth Circuit upheld the district court’s ruling that the individual mandate is unconstitutional.

However, the Fifth Circuit remanded the case back to the district court to conduct a more thorough assessment of the constitutionality of the entire ACA despite the individual mandate being unconstitutional.

The Supreme Court agreed to hear the case on appeal from the Fifth Circuit on March 2, 2020 and held oral arguments on November 10, 2020.

While this lawsuit has no immediate legal effect on the ACA and its provisions, this lawsuit is ongoing and the outcome may have a significant impact on our business.

The Bipartisan Budget Act of 2018, the “BBA,” which set government spending levels for Fiscal Years 2018 and 2019, revised certain provisions of the ACA.

Specifically, beginning in 2019, the BBA increased manufacturer point-of-sale discounts off negotiated prices of applicable brand drugs in the Medicare Part D coverage gap from 50% to 70%, ultimately increasing the liability for brand drug manufacturers.

Further, this mandatory manufacturer discount applied to biosimilars beginning in 2019.

The 116th Congress explored legislation intended to address the cost of prescription drugs.

Notably, the major committees of jurisdiction in the Senate (Finance Committee, Health, Education, Labor and Pensions Committee, and Judiciary Committee), marked up legislation intended to address various elements of the prescription drug supply chain.

Proposals include a significant overhaul of the Medicare Part D benefit design, addressing patent “loopholes”, and efforts to cap the increase in drug prices.

The House Energy and Commerce Committee approved drug-related legislation intended to increase transparency of drug prices and also curb anti-competitive behavior in the pharmaceutical supply chain.

In addition, the House Ways & Means Committee approved legislation intended to improve drug price transparency, including for drug manufacturers to justify certain price increases.

The 117 th Congress convened on January 3, 2021 and could reintroduce many of the bills targeting drug prices.

While we cannot predict what proposals may ultimately become law, the elements under consideration could significantly change the landscape in which the pharmaceutical market operates.

The Senate Committee on Health, Education, Labor, and Pensions (HELP) advanced the Lower Health Care Costs Act of 2019.

Among other things, the bill is intended to reduce costs in the United States health sector.

The bill revises certain requirements to expedite the approval of generics and biosimilars.

It also limits prices that pharmacy benefit managers may charge health insurers or enrollees for prescription drugs.

Although this

bill still needs to pass the full Senate and House of Representatives, it is worth noting the wide-ranging effects it could have

on the health care sector.

The 116th Congress has explored legislation

intended to address the cost of prescription drugs.

Notably, the major committees of jurisdiction in the Senate (Finance Committee,

Health, Education, Labor and Pensions Committee, and Judiciary Committee), have marked up legislation intended to address various

elements of the prescription drug supply chain.

Proposals include a significant overhaul of the Medicare Part D benefit design,

addressing patent loopholes, and efforts to cap increases in drug prices.

On December 12, 2019, the House of Representatives

passed broad legislation (H.R.

Although this bill still needs to pass the full Senate and House of Representatives, it is worth noting the wide-ranging effects it could have on the health care sector.

On December 12, 2019, the House of Representatives passed broad legislation (H.R.

3, the Elijah E.

Cummings Lower Drug Costs Now Act ) that would, among other provisions, require

HHS to negotiate drug prices and impose price caps and restructure the Medicare Part D benefit, imposing more financial responsibility

on certain drug manufacturers.

Failure by a manufacturer to reach an agreement with HHS on the negotiated price could result in

significant penalties for prescription drug manufacturers.

Cummings Lower Drug Costs Now Act ) that would, among other provisions, require HHS to negotiate drug prices and impose price caps and restructure the Medicare Part D benefit, imposing more financial responsibility on certain drug manufacturers.

Failure by a manufacturer to reach an agreement with HHS on the negotiated price could result in significant penalties for prescription drug manufacturers.

In addition, S.

2543, the Prescription Drug Pricing Reduction Act

would also, among other provisions, restructure the Medicare Part D benefit, but it would not authorize direct negotiation

by the federal government.

While we cannot predict what proposals may ultimately become law, the elements under consideration could

significantly change the landscape in which the pharmaceutical market operates.

The Trump Administration has also taken

several regulatory steps to redirect ACA implementation.

The Department of Health and Human Services, the HHS, finalized a Medicare

hospital payment reduction for Part B drugs acquired through the 340B Drug Pricing Program.

The courts have since overturned

this payment reduction, but the lawsuit is ongoing on appeal and HHS continues to implement the payment cuts.

HHS also has signaled

its intent to continue to pursue reimbursement policy changes for all Medicare Part B drugs that likely would reduce hospital

and physician reimbursement for these drugs.

HHS has made numerous other proposals aimed

at lowering drug prices for Medicare beneficiaries and increasing price transparency.

While many of the proposals have been withdrawn

or struck down by the courts, it appears the Trump Administration will continue to explore its authority to make regulatory changes

to the pharmaceutical industry.

For example, the Trump Administration released an Advance Notice of Proposed Rulemaking related

to an international price index model.

It is unclear what eventually will be proposed, but the President has alluded to the concept

of most favored nation pricing with regard to U.S.

drug purchasing.

In addition, HHS, in conjunction with the FDA, released two

pharmaceutical importation models in December 2019:

(1) a Notice of Proposed Rulemaking to permit importation of pharmaceuticals

from Canada, and (2) draft FDA guidance permitting manufacturers to import their own pharmaceuticals that were originally

intended for marketing in other countries.

HHS also has taken steps to increase the

availability of cheaper health insurance options, typically with fewer benefits and less generous coverage.

The Administration

has also signaled its intention to address drug prices and to increase competition, including by increasing the availability of

biosimilars and generic drugs.

As these are regulatory actions, a new administration could undo or modify these efforts.

There likely will continue to be legislative

and regulatory proposals at the federal and state levels directed at broadening the availability of healthcare and containing or

lowering the cost of healthcare products and services.

2543, the Prescription Drug Pricing Reduction Act would also, among other provisions, restructure the Medicare Part D benefit, but it would not authorize direct negotiation by the federal government.

While we cannot predict what proposals may ultimately become law, the elements under consideration could significantly change the landscape in which the pharmaceutical market operates.

The Trump Administration took several regulatory steps to redirect ACA implementation.

The HHS finalized a Medicare hospital payment reduction for Part B drugs acquired through the 340B Drug Pricing Program.

Under the Trump Administration, HHS finalized several proposals aimed at lowering drug prices for Medicare beneficiaries and increasing price transparency.

For example, the Trump Administration issued an interim final rule on November 27, 2020 implementing a “Most Favored Nation” payment model for Part B drugs that applies international reference pricing to determine reimbursement for certain drugs paid by Medicare Part B.

The interim final rule was enjoined by federal courts prior to its implementation date of January 1, 2021, and the lawsuit is ongoing.

In addition, HHS, in conjunction with the FDA, finalized four pharmaceutical importation pathways in September 2020:

(1) regulations establishing importation of pharmaceuticals from Canada by wholesalers and pharmacists;

(2) FDA guidance permitting manufacturers to import their own pharmaceuticals that were originally intended for marketing in other countries;

(3) a request for proposals from private sector entities to import prescription drugs for personal use under existing statutory authority;

and (4) a request for proposals from private sector entities to reimport insulin under existing statutory authority.

Further, on November 11, 2020, the Trump Administration issued a final rule that changes the permissible structure of drug rebates and discounts between drug manufacturers and third-party payors (including pharmacy benefit managers that negotiate drug prices on behalf of such third-party payors).

This final rule, often referred to as the “Rebate Rule,” could have significant direct and indirect impacts on drug pricing in both government and commercial markets.

With respect to price transparency, the Trump Administration promulgated regulations that require hospitals and third-party payors to disclose prices of items and services, which may impact negotiated rates in the commercial market.

On January 20, 2021, Joe Biden was inaugurated as the 46th president of the United States.

As a presidential candidate, Mr.

Biden indicated support for several policies aimed at lowering drug prices, including government price negotiation, drug importation, international reference pricing, and price increase controls.

The incoming Biden Administration may continue, modify, or repeal many of the drug pricing policies proposed and finalized by the Trump Administration.

While we cannot predict which policies the Biden Administration may support and enforce, the policies finalized in the months prior to the beginning of Mr.

Biden’s term, if continued, could significantly change the landscape in which the pharmaceutical market operates and significantly impact our ability to effectively market and sell our products.

There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at broadening the availability of healthcare and containing or lowering the cost of healthcare products and services.

We cannot predict the initiatives that may be adopted in the future.

continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to

contain or reduce costs of healthcare may adversely affect:

The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may adversely affect:

● the demand for any products for which we may obtain regulatory approval;

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● the availability of capital.

In addition, governments may impose price

controls, which may adversely affect our future profitability .

In January 2020, President Trump signed into law the

U.S.-Mexico-Canada (USMCA) trade deal into law.

As enacted, there are no commitments with respect to biologic product intellectual

property rights or data protection, which may create an unfavorable environment across these three countries.

Our current and future relationships

with customers and third-party payors in the United States and elsewhere may be subject, directly or indirectly, to applicable

anti-kickback, fraud and abuse, false claims, transparency, health information privacy and security and other healthcare laws and

regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, administrative

burdens and diminished profits and future earnings.

Healthcare providers, physicians and third-party

payors in the US and elsewhere will play a primary role in the recommendation and prescription of any product candidates for which

we obtain marketing approval.

Our future arrangements with third-party payors and customers may expose us to broadly applicable

fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and

the federal False Claims Act, which may constrain the business or financial arrangements and relationships through which we sell,

market and distribute any product candidates for which we obtain marketing approval.

In addition, we may be subject to transparency

laws and patient privacy regulation by the federal and state governments and by governments in foreign jurisdictions in which we

conduct our business.

The applicable federal, state and foreign healthcare laws and regulations that may affect our ability to

operate include, but are not necessarily limited to:

the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs, such as Medicare and Medicaid;

federal civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose obligations on covered healthcare providers, health plans, and healthcare clearinghouses, as well as their business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

the federal Open Payments program, which requires manufacturers of certain drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to “payments or other transfers of value”

made to “covered recipients,”

which include physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals) and applicable manufacturers.

Applicable group purchasing organizations also are required to report annually to CMS the ownership and investment interests held by the physicians and their immediate family members.

The SUPPORT for Patients and Communities Act added to the definition of covered recipient practitioners including physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists and certified nurse-midwives effective in 2022.

Data collection began on August 1, 2013 with requirements for manufacturers to submit reports to CMS by March 31, 2014 and 90 days after the end of each subsequent calendar year.

Disclosure of such information was made by CMS on a publicly available website beginning in September 2014;

analogous state and foreign 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;

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 and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures;

and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Efforts to ensure that our business arrangements

with third parties will comply with applicable healthcare laws and regulations may involve substantial costs.

It is possible that

governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations

or case law involving applicable fraud and abuse or other healthcare laws and regulations.

If our operations are found to be in

violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil,

criminal and administrative penalties, including, without limitation, damages, fines, imprisonment, exclusion from participation

in government healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, which

could have a material adverse effect on our businesses.

If any of the physicians or other healthcare providers or entities with

whom we expect to do business, including our collaborators, is found not to be in compliance with applicable laws, it may be subject

to criminal, civil or administrative sanctions, including exclusions from participation in government healthcare programs, which

could also materially affect our businesses.

Failure to be included in formularies

developed by managed care organizations and coverage by other organizations may negatively impact the utilization of our products,

which could harm our market shares and could have a material adverse effect on our business and financial condition.

Managed care organizations and other third-party

payors try to negotiate the pricing of medical services and products to control their costs.

Managed care organizations and pharmacy

benefit managers typically develop formularies to reduce their cost for medications.

Formularies can be based on the prices and

therapeutic benefits of the available products.

Due to their lower costs, generic products are often favored.

The breadth of the

products covered by formularies varies considerably from one managed care organization to another, and many formularies include

alternative and competitive products for treatment of particular medical conditions.

Failure to be included in such formularies

or to achieve favorable formulary status may negatively impact the utilization and market share of our products.

If our products

are not included within an adequate number of formularies or adequate reimbursement levels are not provided, or if those policies

increasingly favor generic products, this could have a material adverse effect on our business and financial condition.

Most of our product candidates are at

early stages of development and may not be successfully developed or commercialized.

Most of our existing product candidates

remain in the early stages of development and will require substantial further capital expenditures, development, testing and regulatory

clearances/approvals prior to commercialization.

The development and regulatory approval processes take several years, and it is

not likely that our product candidates, even if successfully developed and approved by the FDA and/or foreign equivalent regulatory

bodies, would be commercially available for several years.

Of the large number of drugs in development, only a small percentage

successfully obtain regulatory approval and are commercialized.

Accordingly, even if we are able to obtain the requisite financing

to fund development programs, we cannot assure you that any of our product candidates will be successfully developed or commercialized,

which could result in the failure of our business and a loss of your investment in our Company.

Because we in-license the intellectual

property needed to develop and commercialize products and product candidates from third parties, any dispute with the licensors

or the non-performance of such license agreements may adversely affect our ability to develop and commercialize the applicable

product candidates.

The patents, patent applications and other

intellectual property rights underpinning all of our existing product candidates were in-licensed from third parties.

terms of such license agreements, the licensors generally have the right to terminate such agreements in the event of a material

The licenses require us to make annual, milestone or other payments prior to commercialization of any product and our ability

to make these payments depends on the ability to generate cash in the future.

These license agreements also generally require the

use of diligent and reasonable efforts to develop and commercialize product candidates.

If there is any conflict, dispute, disagreement

or issue of non-performance between us or one of our partners, on the one hand, and the respective licensing partner, on the other

hand, regarding the rights or obligations under the license agreements, including any conflict, dispute or disagreement arising

from a failure to satisfy payment obligations under such agreements, the ability to develop and commercialize the affected product

candidate may be adversely affected.

The types of disputes that may arise between

us and the third parties from whom we license intellectual property include, but are not necessarily limited to:

In addition, governments may impose price controls, which may adversely affect our future profitability .

In January 2020, President Trump signed into law the U.S.-Mexico-Canada (USMCA) trade deal into law.

As enacted, there are no commitments with respect to biological product intellectual property rights or data protection, which may create an unfavorable environment across these three countries.

We expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the payment that we receive for any approved drug.

Any reduction in reimbursement from Medicare or other government healthcare programs may result in a similar reduction in payments from private payors.

The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our drugs.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical products.

We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations will be changed, or what the impact of such changes on the marketing approvals, if any, of our product candidate, may be.

In addition, increased scrutiny by the U.S.

Congress o f the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more stringent product labeling and post-marketing conditions and other requirements.

Risks Pertaining to our Business Strategy, Structure and Organization

We have undergone, and are likely in the future to undergo, collaborations and/or divestitures with respect to certain of our assets and subsidiaries, some of which may be material and/or transformative, which could adversely affect

We have entered into several partnerships and/or contingent sales of our assets and subsidiaries, including an equity investment and contingent sale between Avenue and InvaGen, an equity investment and contingent option transaction between Caelum and Alexion Pharmaceuticals, Inc.

and a development funding and contingent asset purchase between Cyprium and Sentynl Therapeutics, Inc.

Each of these transactions has been time-consuming and has diverted management’s attention.

As a result of these contingent sales, as with other similar transactions that we may complete, we may experience a reduction in the size or scope of our business, our market share in particular markets, our opportunities with respect to certain markets, products or therapeutic categories or our ability to compete in certain markets and therapeutic categories.

For example, in connection with execution of the Stock Purchase and Merger Agreement between Avenue and InvaGen, dated as of November 12, 2018 (the “Avenue SPMA”), we signed a Restrictive Covenant Agreement, which prohibits us from, directly or indirectly, engaging in the business of hospital administered pain management anywhere in the world other than Canada, Central America or South America for a period of five years after the earlier of the termination of the Avenue SPMA or consummation of the Merger Transaction (as defined in the Avenue SPMA).

In addition, in connection with any transaction involving a (contingent or non-contingent) sale of one of our assets or subsidiaries, we may surrender our ability to realize long-term value from such asset or subsidiary, in the form of foregone royalties, milestone payments, sublicensing revenue or otherwise, in exchange for upfront and/or other payments.

In the event, for instance, that a product candidate underpinning any such asset or subsidiary is granted FDA approval for commercialization following the execution of documentation governing the sale by us of such asset or subsidiary, the transferee of such asset or subsidiary may realize tremendous value from commercializing such product, which we would have realized for ourselves had we not executed such sale transaction and been able to achieve applicable approvals independently.

Should we seek to enter into collaborations or divestitures with respect to other assets or subsidiaries, we may be unable to consummate such arrangements on satisfactory or commercially reasonable terms within our anticipated timelines.

In addition, our ability to identify, enter into and/or consummate collaborations and/or divestitures may be limited by competition we face from other companies in pursuing similar transactions in the biotechnology and pharmaceutical industries.

Any collaboration or divestiture we pursue, whether we are able to complete it or not, may be complex, time consuming and expensive, may divert from management’s attention, may have a negative impact on our customer relationships, cause us to incur costs associated with maintaining the business of the targeted collaboration or divestiture during the transaction process and also to incur costs of closing and disposing the affected business or transferring the operations of the business to other facilities.

In addition, if such transactions are not completed for any reason, the market price of our common stock may reflect a market assumption that such transactions will occur, and a failure to complete such transactions could result in a negative perception by the market of us generally and a decline in the market price of our common stock.

As a result of certain developments and assertions by its partner, InvaGen, Avenue may not consummate the second closing of its merger.

On November 12, 2018, Avenue entered into a Stock Purchase and Merger Agreement (the “Avenue SPMA”) with InvaGen Pharmaceuticals Inc.

(“InvaGen”), and Madison Pharmaceuticals Inc.

(the “Merger Sub”), under which Avenue would be sold to InvaGen in a two-stage transaction.

The first stage of the strategic transaction between InvaGen and Avenue closed in February 2019.

InvaGen acquired approximately 5.8 million shares of Avenue’s common stock at $6.00 per share for total gross consideration of $35.0 million, representing a 33.3% stake in Avenue’s capital stock on a fully diluted basis.

At the second stage closing, InvaGen would acquire the remaining shares of Avenue’s common stock, pursuant to a reverse triangular merger with Avenue remaining as the surviving entity.

The second stage closing is subject to the satisfaction of certain closing conditions, including conditions pertaining to the FDA approval, labeling, scheduling and the absence of any Risk Evaluation and Mitigation Strategy or similar restrictions in effect with respect to IV Tramadol, as well as the expiration of any waiting period applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”).

In October 2020, InvaGen communicated to Avenue that it believes a Material Adverse Effect (as defined in the Avenue SPMA) has occurred due to the impact of the COVID-19 pandemic on potential commercialization and projected sales of IV Tramadol, which means it is possible InvaGen could attempt to avoid its obligation to consummate the second stage closing under the Avenue SPMA, terminate the Avenue SPMA, and/or pursue monetary claims against Avenue and/or Fortress.

Avenue disagrees with InvaGen’s assertion that a Material Adverse Effect has occurred and has advised InvaGen of this position.

In February 2020, the U.S.

Food and Drug Administration (“FDA”) accepted the submission of Avenue’s’ New Drug Application (“NDA”) for IV Tramadol for review and assigned a Prescription Drug User Fee Act (“PDUFA”) date of October 10, 2020.

In October 2020, Avenue announced that it had received a Complete Response Letter (“CRL”) from the FDA regarding Avenue’s NDA for IV Tramadol.

The FDA held a Type A meeting with Avenue in November 2020 to discuss the issues outlined in the CRL.

On February 12, 2021 Avenue resubmitted its NDA to the FDA for IV Tramadol.

The NDA resubmission followed the receipt of the official minutes from Avenue’s Type A meeting with the FDA.

The NDA resubmission included revised language relating to the proposed product label and a report relating to terminal sterilization validation.

On February 26, 2021, Avenue received an acknowledgement letter from the FDA that Avenue’s resubmission of its NDA is a complete, class 1 response to the CRL, and a PDUFA goal date was set for April 12, 2021.

In connection with the resubmission of Avenue’s NDA, InvaGen communicated to Avenue that it believes the proposed label for IV Tramadol under certain circumstances would constitute a Material Adverse Effect on the purported basis that the proposed label for IV Tramadol would make the product commercially unviable, and in addition that the indiciation that the FDA approves may fail to satisfy a condition precedent to InvaGen’s obligation to consummate the second stage closing of the Avenue SPMA.

Avenue has notified InvaGen that it disagrees with InvaGen’s assertions.

Nevertheless, InvaGen may seek to avoid its obligation to consummate the second stage closing under the Avenue SPMA, terminate the Avenue SPMA, and/or pursue monetary claims against Avenue and/or Fortress.

Over the past several months, Avenue has communicated with InvaGen relating to InvaGen’s assertions.

Nevertheless, InvaGen has communicated to Avenue its desire to consider all options on the proposed merger, including the option to not consummate the merger.

This indicates that InvaGen may attempt to avoid its obligations under the Avenue SPMA to consummate the merger, terminate the Avenue SPMA, and/or pursue monetary claims against Avenue and/or Fortress.

As a result, the possible timing and likelihood of the completion of the merger are uncertain, and, accordingly, there can be no assurance that such transaction will be completed on the expected terms, anticipated schedule, or at all.

During the pendency of any dispute regarding these matters, Avenue may be, and so long as the Avenue SPMA remains in place Avenue will be, prohibited from engaging in a change-of-control transaction, selling its rights to IV Tramadol or effecting an equity or debt financing, in each case without the prior written consent of InvaGen.

If Avenue does not receive FDA approval for IV Tramadol by April 30, 2021, InvaGen will have the right to terminate the Avenue SPMA and will have no further obligations to consummate the second stage closing under the Avenue SPMA.

In the event that InvaGen does not exercise its right to terminate the Avenue SPMA, certain restrictions relating to financings and strategic alternatives could exist through October 31, 2021, the time at which Avenue can terminate the Avenue SPMA.

Regardless of whether the Avenue SPMA is terminated, InvaGen will retain certain rights pursuant to the Stockholder’s Agreement between Avenue and InvaGen.

These rights exist as long as InvaGen maintains at least 75% of the Avenue common shares acquired in the first stage closing.

The following are some of the actions that shall not be taken by Avenue without the prior written consent of InvaGen:

increase in authorized shares of Avenue’s capital stock;

any agreement or transaction that would adversely treat the holders of Avenue’s common shares as compared to the holders of Avenue’s Class A Preferred Shares;

issuance of any shares of Avenue’s capital stock or any securities convertible into, or other rights to acquire, shares of Avenue’s capital stock (including options, warrants or bonds), except for issuances to Avenue’s officers for services performed;

any transfer or license of any asset for less than fair market value, as determined by a recognized independent valuation firm agreed upon by Avenue and Invagen;

entry into any transaction or agreement with any affiliate of Avenue’s (including the Company or its Affiliates).

We act, and are likely to continue acting, as guarantor and/or indemnitor of the obligations, actions or inactions of certain of our subsidiaries and affiliated companies;

we have also entered into certain arrangements with our subsidiaries and third parties pursuant to which a substantial number of shares of our common stock may be issued.

Depending on the terms of such arrangements, we may be contractually obligated to pay substantial amounts to third parties, or issue a substantially dilutive number of shares of our common stock, based on the actions or inactions of our subsidiaries and/or affiliates.

We act, and are likely to continue acting, in as indemnitor of potential losses that may be experienced by one or more of our affiliated companies and/or their partners or investors.

For instance, under that certain Indemnification Agreement, dated as of November 12, 2018 (the “Indemnification Agreement”), we indemnify InvaGen and its affiliates for losses they may sustain in connection with inaccuracies that may appear in the representations and warranties that Avenue made to InvaGen in the Avenue SPMA, as such representations and warranties were given as of the dates of signing and first closing, and as may be required to be given as of the second stage closing under the Avenue SPMA as well.

The maximum amount of indemnification we may have to provide under the Indemnification Agreement is $35.0 million, and such obligation terminates upon the consummation of the Merger Transaction (as defined in the Avenue SPMA).

In the event of payment by us of any such indemnification amount, we would be able to recoup such amounts (other than our pro rata share of the indemnification as a shareholder in Avenue) from the Merger Transaction proceeds, but if the Merger Transaction never occurs, we would have no means of recouping such previously-paid indemnification amounts.

If we become obligated to pay all or a portion of such indemnification amounts (regardless of whether or not we are partially reimbursed out of the proceeds of the Merger Transaction), our business and the market value of our common stock and/or debt securities may be materially adversely impacted.

Our future growth depends in part on our ability to identify and acquire or in-license products and product candidates, and if we are unable to do so, or to integrate acquired products into our operations, we may have limited growth opportunities.

An important part of our business strategy is to continue to develop a pipeline of product candidates by acquiring or in-licensing products, businesses or technologies.

Future in-licenses or acquisitions, however, may entail numerous operational and financial risks, including, but not necessarily limited to:

● exposure to unknown liabilities;

● disruption of our business and diversion of our management’s time and attention to develop acquired products or technologies;

● difficulty or inability to secure financing to fund development activities for such acquired or in-licensed technologies in the current economic environment;

● incurrence of substantial debt or dilutive issuances of securities to pay for acquisitions;

● higher than expected acquisition and integration costs;

● increased amortization expenses;

● difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

● impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership;

● inability to retain key employees of any acquired businesses.

We have limited resources to identify and execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure.

In particular, we may compete with larger biopharmaceutical companies and other competitors in our efforts to establish new collaborations and in-licensing opportunities.

These competitors may have access to greater financial resources than us and/or may have greater expertise in identifying and evaluating new opportunities.

Moreover, we may devote resources to potential acquisitions or in-licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such efforts.

Certain of our officers and directors serve in similar roles at our partners, affiliates, related parties and/or other entities with which we transact business or in which we hold significant minority ownership positions, which could result in conflicts of interests relating to ongoing and future relationships and transactions with these parties.

We share directors and/or officers with certain of our partners, and other entities with which we transact business or in which we hold significant minority ownership positions, and such arrangements could create conflicts of interest in the future, including with respect to the allocation of corporate opportunities.

While we believe that we have put in place policies and procedures to identify and mitigate such conflicts, and that any existing agreements that may give rise to such conflicts and any such policies or procedures were negotiated at arm’s length in conformity with fiduciary duties, such conflicts of interest may nonetheless arise.

The existence and consequences of such potential conflicts could expose us to lost profits, claims by our investors and creditors, and harm to our results of operations.

Certain of our executives, directors and principal stockholders, whose interests may be adverse to those of our other stockholders, can control our direction and policies.

Certain of our executive officers, directors and stockholders own nearly or more than 10% of our outstanding common stock and, together with their affiliates and related persons, beneficially own a significant percentage of our capital stock.

If these stockholders were to choose to act together, they would be able to influence our management and affairs and the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

In addition, this concentration of ownership might adversely affect the market price of our common stock by:

● delaying, deferring or preventing a change of control of us;

● impeding a merger, consolidation, takeover or other business combination involving us;

● discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

If we acquire, enter into joint ventures with or obtain a controlling interest in companies in the future, it could adversely affect our operating results and the value of our Securities, thereby diluting stockholder value, disrupting our business and/or diminishing the value of our holdings in our partner companies.

As part of our growth strategy, we might acquire, enter into joint ventures with, or obtain significant ownership stakes in other companies.

Acquisitions of, joint ventures with and investments in other companies involve numerous risks, including, but not necessarily limited to:

● risk of entering new markets in which we have little to no experience;

● diversion of financial and managerial resources from existing operations;

● successfully negotiating a proposed acquisition or investment timely and at a price or on terms and conditions favorable to us;

● the impact of regulatory reviews on a proposed acquisition or investment;

● the outcome of any legal proceedings that may be instituted with respect to the proposed acquisitions or investment;

● with respect to an acquisition, difficulties in integrating operations, technologies, services and personnel;

● potential inability to maintain relationships with customers of the companies we may acquire or invest in.

If we fail to properly evaluate potential acquisitions, joint ventures or other transaction opportunities, we might not achieve the anticipated benefits of any such transaction, we might incur higher costs than anticipated, and management resources and attention might be diverted from other necessary or valuable activities.

Risks Pertaining to Reliance on Third Parties

We rely predominantly on third parties to manufacture the majority of our preclinical and clinical pharmaceutical supplies and we expect to continue to rely heavily on such third parties and other contractors to produce commercial supplies of our products.

Further, we rely solely on third parties to manufacture Journey’s commercialized products.

Such dependence on third-party suppliers could adversely impact our businesses.

We depend heavily on third party manufacturers for product supply.

If our contract manufacturers cannot successfully manufacture material that conforms to applicable specifications and FDA regulatory requirements, we will not be able to secure and/or maintain FDA approval for those products.

Our third-party suppliers will be required to maintain compliance with CGMPs and will be subject to inspections by the FDA and comparable agencies and authorities in other jurisdictions to confirm such compliance.

In the event that the FDA or such other authorities determine that our third-party suppliers have not complied with CGMPs or comparable regulations, the relevant clinical trials could be terminated or subjected to a clinical hold until such time as we are able to obtain appropriate replacement material and/or applicable compliance, and commercial product could be unfit for sale, or if distributed, could be recalled from the market.

Any delay, interruption or other issues that arise in the manufacture, testing, packaging, labeling, storage, or distribution of our products as a result of a failure of the facilities or operations of our third-party suppliers to comply with regulatory requirements or pass any regulatory agency inspection could significantly impair our ability to develop and commercialize our products and product candidates.

In addition, several of our currently commercialized products, sold through our partner company Journey, are produced by a single manufacturer, and, although we closely monitor inventory prophylactically, disruptions to such supply arrangements could adversely affect our ability to meet product demand and therefore diminish revenues.

We also rely on third-party manufacturers to purchase from third-party suppliers the raw materials and equipment necessary to produce product candidates for anticipated clinical trials.

There are a small number of suppliers for certain capital equipment and raw materials that are used to manufacture those products.

We do not have direct control over the process or timing of the acquisition of these raw materials by our third-party manufacturers.

Moreover, we currently do not have any agreements for the commercial production of these raw materials since such agreements are entered into by our third-party manufacturers and their qualified suppliers.

Any significant delay in the supply of raw material components related to an ongoing clinical trial could considerably delay completion of our clinical trials, product testing and potential regulatory approval.

We do not expect to have the resources or capacity to engage in our own commercial manufacturing of our product candidates, if they received marketing approval, and would likely continue to be heavily dependent upon third-party manufacturers.

Our dependence on third parties to manufacture and supply clinical trial materials, as well as our planned dependence on third party manufacturers for any products that may be approved, may adversely affect our ability to develop and commercialize products in a timely or cost-effective manner, or at all.

In addition, because of the sometimes-limited number of third parties who specialize in the development, manufacture and/or supply of our clinical and preclinical materials, we are often compelled to accept contractual terms that we deem less than desirable, including without limitation as pertains representations and warranties, supply disruptions/failures, covenants and liability/indemnification.

Especially as pertains liability and indemnification provisions, because of the frequent disparities in negotiating leverage, we are often compelled to agree to low caps on counterparty liability and/or indemnification language that could result in outsized liability to us in situations where we have zero or relatively little culpability.

We rely heavily on third parties for the development and manufacturing of products and product candidates.

Certain of our partner companies, on whose successes we largely rely, are early-stage biopharmaceutical companies with limited operating histories.

To date, we have engaged primarily in intellectual property acquisitions, and evaluative and R&D activities and have not generated any revenues from product sales (except through Journey).

We have incurred significant net losses since our inception.

As of December 31, 2020, we had an accumulated deficit of approximately $482.8 million.

We may need to rely on third parties for activities critical to the product candidate development process, including but not necessarily limited to:

● identifying and evaluating product candidates;

● negotiating, drafting and entering into licensing and other arrangements with product development partners;

● continuing to undertake pre-clinical development and designing and executing clinical trials.

We have also not demonstrated the ability to perform the functions necessary for the successful commercialization of any of our pre-market product candidates, should any of them be approved for marketing.

If we were to have any such product candidates approved, the successful commercialization of such products would be dependent on us performing or contracting with third parties for performance, of a variety of critical functions, including, but not necessarily limited to:

● advising and participating in regulatory approval processes;

● formulating and manufacturing products for clinical development programs and commercial sale;

● conducting sales and marketing activities.

Our operations have been limited to acquiring, developing and securing the proprietary rights for, and undertaking pre-clinical development and clinical trials of, product candidates, both at the Fortress level and via our partner companies.

These operations provide a limited basis for our stockholders and prospective investors to assess our ability to develop and commercialize potential product candidates, as well as for you to assess the advisability of investing in our securities.

We rely on third parties to conduct clinical trials.

If these third parties do not meet agreed-upon deadlines or otherwise conduct the trials as required, our clinical development programs could be delayed or unsuccessful, and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected or at all.

We rely on third-party contract research organizations and site management organizations to conduct most of our preclinical studies and all of our clinical trials for our product candidates.

We expect to continue to rely on third parties, such as contract research organizations, site management organizations, clinical data management organizations, medical institutions and clinical investigators, to conduct some of our preclinical studies and all of our clinical trials.

These CROs, investigators, and other third parties will and do play a significant role in the conduct of our trials and the subsequent collection and analysis of data from the clinical trials.

There is no guarantee that any CROs, investigators or other third parties upon which we rely for administration and conduct of our clinical trials will devote adequate time and resources to such trials or perform as contractually required.

If any of these third parties fails to meet expected deadlines or fails to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be extended, delayed or terminated.

If any of the clinical trial sites terminates for any reason, we may lose follow-up information on patients enrolled in our ongoing clinical trials unless the care of those patients is transferred to another qualified clinical trial site.

In addition, principal investigators for our clinical trials may serve as scientific advisers or consultants to us from time to time and receive cash or equity compensation in connection with such services.

If these relationships and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site, or the FDA’s willingness to accept such data, may be jeopardized.

Our reliance on these third parties for research and development activities will reduce our control over these activities but will not relieve us of our responsibilities or potential liability.

For example, we will remain responsible for ensuring that each of our preclinical studies and clinical trials are conducted in accordance with the general investigational plan and protocols for the trial and for ensuring that our preclinical studies are conducted in accordance with good laboratory practice (“GLP”) as appropriate.

Moreover, the FDA requires us to comply with standards, commonly referred to as good clinical practices (“GCPs”) for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial participants are protected.

Regulatory authorities enforce these requirements through periodic inspections of trial sponsors, clinical investigators and trial sites.

If we or any of our clinical research organizations fail to comply with applicable GCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may refuse to accept such data, or require us to perform additional clinical trials before approving our marketing applications.

We cannot assure you that, upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials complies with GCP regulations.

In addition, our clinical trials must be conducted with products produced under CGMP in strict conformity to CGMP regulations.

Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

We also are required to register ongoing clinical trials and post the results of completed clinical trials on a government-sponsored database, ClinicalTrials.gov, within specified timeframes.

Failure to do so can result in fines, adverse publicity and civil and criminal sanctions.

If any of our relationships with these third-party contract research organizations or site management organizations terminates, we may not be able to enter into arrangements with alternative contract research organizations or site management organizations or to do so on commercially reasonable terms.

Switching or adding additional contract research organizations or site management organizations involves additional cost and requires management time and focus.

In addition, there is a natural transition period when a new contract research organization or site management organization commences work.

As a result, delays could occur, which could compromise our ability to meet our desired development timelines.

Though we carefully manage our relationships with our contract research organizations or site management organizations, there can be no assurance that we will not encounter similar challenges or delays in the future.

We rely on clinical and pre-clinical data and results obtained by third parties that could ultimately prove to be inaccurate or unreliable.

As part of the strategy we implement to mitigate development risk, we seek to develop product candidates with well-studied mechanisms of action, and we intend to utilize biomarkers to assess potential clinical efficacy early in the development process.

This strategy necessarily relies upon clinical and pre-clinical data and other results produced or obtained by third parties, which may ultimately prove to be inaccurate or unreliable.

If the third-party data and results we rely upon prove to be inaccurate, unreliable or not applicable to our product candidates, we could make inaccurate assumptions and/or conclusions about our product candidates, and our research and development efforts could be compromised or called into question during the review of any marketing applications that we submit.

Collaborative relationships with third parties could cause us to expend significant resources and/or incur substantial business risk with no assurance of financial return.

We anticipate substantial reliance on strategic collaborations for marketing and commercializing our existing product candidates and we may rely even more on strategic collaborations for R&D of other product candidates.

We may sell product offerings through strategic partnerships with pharmaceutical and biotechnology companies.

If we are unable to establish or manage such strategic collaborations on terms favorable to us in the future, our revenue and drug development may be limited.

If we enter into R&D collaborations during the early phases of drug development, success will, in part, depend on the performance of research collaborators.

We may not directly control the amount or timing of resources devoted by research collaborators to activities related to product candidates.

Research collaborators may not commit sufficient resources to our R&D programs.

If any research collaborator fails to commit sufficient resources, the preclinical or clinical development programs related to the collaboration could be delayed or terminated.

Also, collaborators may pursue existing or other development-stage products or alternative technologies in preference to those being developed in collaboration with us.

Finally, if we fail to make required milestone or royalty payments to collaborators or to observe other obligations in agreements with them, the collaborators may have the right to terminate or stop performance of those agreements.

Establishing strategic collaborations is difficult and time-consuming.

Our discussions with potential collaborators may not lead to the establishment of collaborations on favorable terms, if at all.

Potential collaborators may reject collaboration proposals based upon their assessment of our financial, regulatory or intellectual property positions.

Even if we successfully establish new collaborations, these relationships may never result in the successful development or commercialization of product candidates or the generation of sales revenue.

To the extent that we enter into collaborative arrangements, the related product revenues that might follow are likely to be lower than if we directly marketed and sold products.

Such collaborators may also consider alternative product candidates or technologies for similar indications that may be available to collaborate on, and such collaborations could be more attractive than the one with us for any future product candidate.

Management of our relationships with collaborators will require:

● significant time and effort from our management team;

● coordination of our marketing and R&D programs with the respective marketing and R&D priorities of our collaborators;

● effective allocation of our resources to multiple projects.

Risks Pertaining to Intellectual Property and Potential Disputes with Licensors Thereof

If we are unable to obtain and maintain sufficient patent protection for our technology and products, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize our technology and products may be impaired.

Our success depends, in large part, on our ability to obtain patent protection for product candidates and their formulations and uses.

The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or our partners will be successful in obtaining patents or what the scope of an issued patent may ultimately be.

These risks and uncertainties include, but are not necessarily limited to, the following:

● patent applications may not result in any patents being issued, or the scope of issued patents may not extend to competitive product candidates and their formulations and uses developed or produced by others;

● our competitors, many of which have substantially greater resources than we or our partners do, and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that may limit or interfere with our abilities to make, use, and sell potential product candidates, file new patent applications, or may affect any pending patent applications that we may have;

● there may be significant pressure on the U.S.

government and other international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful as a matter of public policy regarding worldwide health concerns;

● countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S.

courts, allowing foreign competitors a better opportunity to create, develop and market competing products.

In addition, patents that may be issued or in-licensed may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable, or otherwise may not provide any competitive advantage.

Moreover, we may be subject to a third-party pre-issuance submission of prior art to the US Patent and Trademark Office (“PTO”), or become involved in opposition, derivation, reexamination, inter partes review, post-grant review or interference proceedings challenging our patent rights or the patent rights of others.

The costs of these proceedings could be substantial, and it is possible that our efforts to establish priority of invention would be unsuccessful, resulting in a material adverse effect on our US patent positions.

An adverse determination in any such submission, patent office trial, proceeding or litigation could reduce the scope of, render unenforceable, or invalidate, our patent rights, allow third parties to commercialize our technologies or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights.

In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

Third parties are often responsible for maintaining patent protection for our product candidates, at our and their expense.

If that party fails to appropriately prosecute and maintain patent protection for a product candidate, our abilities to develop and commercialize products may be adversely affected, and we may not be able to prevent competitors from making, using and selling competing products.

Such a failure to properly protect intellectual property rights relating to any of our product candidates could have a material adverse effect on our financial condition and results of operations.

In addition, U.S.

patent laws may change, which could prevent or limit us from filing patent applications or patent claims to protect products and/or technologies or limit the exclusivity periods that are available to patent holders, as well as affect the validity, enforceability, or scope of issued patents.

We and our licensors also rely on trade secrets and proprietary know-how to protect product candidates.

Although we have taken steps to protect our and their trade secrets and unpatented know-how, including entering into confidentiality and non-use agreements with third parties, and proprietary information and invention assignment agreements with employees, consultants and advisers, third parties may still come upon this same or similar information independently.

Despite these efforts, any of these parties may also breach the agreements and may unintentionally or willfully disclose our or our licensors’ proprietary information, including our trade secrets, and we may not be able to identify such breaches or obtain adequate remedies.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets.

Moreover, if any of our or our licensors’ trade secrets were to be lawfully obtained or independently developed by a competitor, we and our licensors would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us.

If any of our or our licensors’ trade secrets were to be disclosed to or independently developed by a competitor, our competitive positions would be harmed.

The patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

It is also possible that we will fail to identify any patentable aspects of our research and development output and methodology, and, even if we do, an opportunity to obtain patent protection may have passed.

Given the uncertain and time-consuming process of filing patent applications and prosecuting them, it is possible that our product(s) or process(es) originally covered by the scope of the patent application may have changed or been modified, leaving our product(s) or process(es) without patent protection.

If our licensors or we fail to obtain or maintain patent protection or trade secret protection for one or more product candidates or any future product candidate we may license or acquire, third parties may be able to leverage our proprietary information and products without risk of infringement, which could impair our ability to compete in the market and adversely affect our ability to generate revenues and achieve profitability.

Moreover, should we enter into other collaborations we may be required to consult with or cede control to collaborators regarding the prosecution, maintenance and enforcement of licensed patents.

Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation.

In addition, no consistent policy regarding the breadth of claims allowed in pharmaceutical or biotechnology patents has emerged to date in the US.

The patent situation outside the US is even more uncertain.

The laws of foreign countries may not protect our rights to the same extent as the laws of the US, and we may fail to seek or obtain patent protection in all major markets.

For example, European patent law restricts the patentability of methods of treatment of the human body more than US law does.

We might also become involved in derivation proceedings in the event that a third party misappropriates one or more of our inventions and files their own patent application directed to such one or more inventions.

The costs of these proceedings could be substantial, and it is possible that our efforts to establish priority of invention (or that a third party derived an invention from us) would be unsuccessful, resulting in a material adverse effect on our US patent position.

As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain.

Our pending and future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products.

Changes in either the patent laws or interpretation of the patent laws in the US and other countries may diminish the value of our patents or narrow the scope of our patent protection.

For example, the federal courts of the US have taken an increasingly dim view of the patent eligibility of certain subject matter, such as naturally occurring nucleic acid sequences, amino acid sequences and certain methods of utilizing same, which include their detection in a biological sample and diagnostic conclusions arising from their detection.

Such subject matter, which had long been a staple of the biotechnology and biopharmaceutical industry to protect their discoveries, is now considered, with few exceptions, ineligible in the first instance for protection under the patent laws of the US.

Accordingly, we cannot predict the breadth of claims that may be allowed and remain enforceable in our patents or in those licensed from a third party.

Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.

On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.

The Leahy-Smith Act includes a number of significant changes to United States patent law.

These include changes to transition from a “first-to-invent” system to a “first inventor-to-file” system and to the way issued patents are challenged.

The formation of the Patent Trial and Appeal Board now provides a less burdensome, quicker and less expensive process for challenging issued patents.

The PTO recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first inventor-to-file provisions, only became effective on March 16, 2013.

Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business.

However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business and financial condition.

Even if our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage.

Our competitors may be able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

We also may rely on the regulatory period of market exclusivity for any of our biologic product candidates that are successfully developed and approved for commercialization.

Although this period in the United States is generally 12 years from the date of marketing approval (depending on the nature of the specific product), there is a risk that the U.S.

Congress could amend laws to significantly shorten this exclusivity period.

Once any regulatory period of exclusivity expires, depending on the status of our patent coverage and the nature of the product, we may not be able to prevent others from marketing products that are biosimilar to or interchangeable with our products, which would materially adversely affect our business.

If we or our licensors are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation would have a material adverse effect on our business.

Our success also depends on our ability, and the abilities of any of our respective current or future collaborators, to develop, manufacture, market and sell product candidates without infringing the proprietary rights of third parties.

Numerous U.S.

and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing products, some of which may be directed at claims that overlap with the subject matter of our or our licensors’ intellectual property.

Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, which may later result in issued patents that our product candidates or proprietary technologies may infringe.

Similarly, there may be issued patents relevant to our product candidates of which we or our licensors are not aware.

Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the US and other jurisdictions are typically not published until 18 months after a first filing, or in some cases not at all.

Therefore, we cannot know with certainty whether we or such licensors were the first to make the inventions claimed in patents or pending patent applications that we own or licensed, or that we and our licensors were the first to file for patent protection of such inventions.

In the event that a third party has also filed a US patent application relating to our product candidates or a similar invention, depending upon the priority dates claimed by the competing parties, we may have to participate in interference proceedings declared by the PTO to determine priority of invention in the US.

The costs of these proceedings could be substantial, and it is possible that our efforts to establish priority of invention would be unsuccessful, resulting in a material adverse effect on our U.S.

patent position.

As a result, the issuance, scope, validity, enforceability and commercial value of our or any of our licensors’ patent rights are highly uncertain.

There is a substantial amount of litigation involving patent and other intellectual property rights in the biotechnology and biopharmaceutical industries generally.

If a third party claims that we or any of our licensors, suppliers or collaborators infringe the third party’s intellectual property rights, we may have to, among other things:

● obtain additional licenses, which may not be available on commercially reasonable terms, if at all;

● abandon an infringing product candidate or redesign products or processes to avoid infringement, which may demand substantial funds, time and resources and which may result in inferior or less desirable processes and/or products;

● pay substantial damages, including the possibility of treble damages and attorneys’ fees, if a court decides that the product or proprietary technology at issue infringes on or violates the third party’s rights;

● pay substantial royalties, fees and/or grant cross-licenses to our product candidates;

defend litigation or administrative proceedings which may be costly regardless of outcome, and which could result in a substantial diversion of financial and management resources.

We may be involved in lawsuits to protect or enforce our patents or the patents of licensors, which could be expensive, time consuming and unsuccessful.

Competitors may infringe our or our licensors’ patents.

To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming.

Any claims we assert against accused infringers could provoke these parties to assert counterclaims against us alleging invalidity of our or our licensors’ patents or that we infringe their patents;

or provoke those parties to petition the PTO to institute inter partes review against the asserted patents, which may lead to a finding that all or some of the claims of the patent are invalid.

In addition, in a patent infringement proceeding, a court may decide that a patent of ours or our licensor’s is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our or our licensors’ patents do not cover the technology in question.

An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated, found to be unenforceable, or interpreted narrowly and could likewise put pending patent applications at risk of not issuing.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.

We in-license from third parties the intellectual property needed to develop and commercialize products and product candidates.

As such, any dispute with the licensors or non-performance of such license agreements may adversely affect our ability to develop and commercialize the applicable product candidates.

The patents, patent applications and other intellectual property rights underpinning the vast majority of our existing product candidates were in-licensed from third parties.

Under the terms of such license agreements, the licensors generally have the right to terminate such agreements in the event of a material breach.

The licenses require us to make annual, milestone or other payments prior to commercialization of any product, and our ability to make these payments depends on the ability to generate cash in the future.

These license agreements also generally require the use of diligent and reasonable efforts to develop and commercialize product candidates.

If there is any conflict, dispute, disagreement or issue of non-performance between us or one of our partners, on the one hand, and the respective licensing partner, on the other hand, regarding the rights or obligations under the license agreements, including any conflict, dispute or disagreement arising from a failure to satisfy payment obligations under such agreements, the ability to develop and commercialize the affected product candidate may be adversely affected.

The types of disputes that may arise between us and the third parties from whom we license intellectual property include, but are not necessarily limited to:

● the scope of rights granted under such license agreements and other interpretation-related issues;

● the extent to which our technologies and processes infringe on intellectual property of the licensor that is not subject to such license agreements;

the scope and interpretation of the representations and warranties made to us by our licensors, including those pertaining to the licensors’

right title and interest in the licensed technology and the licensors’

right to grant the licenses contemplated by such agreements;

● the scope and interpretation of the representations and warranties made to us by our licensors, including those pertaining to the licensors’ right title and interest in the licensed technology and the licensors’ right to grant the licenses contemplated by such agreements;

● the sublicensing of patent and other rights under our license agreements and/or collaborative development relationships, and the rights and obligations associated with such sublicensing, including whether or not a given transaction constitutes a sublicense under such license agreement;

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● disputes regarding patent filing and prosecution decisions, as well as payment obligations regarding past and ongoing patent expenses;

intellectual property rights resulting from the joint creation or use of intellectual property (including improvements made to licensed intellectual property) by our and our partners’

licensors and us and our partners;

● intellectual property rights resulting from the joint creation or use of intellectual property (including improvements made to licensed intellectual property) by our and our partners’ licensors and us and our partners;

● the priority of invention of patented technology.

In addition, the agreements under which

we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements

may be susceptible to multiple interpretations or may conflict in such a way that puts us in breach of one or more agreements,

which would make us susceptible to lengthy and expensive disputes with one or more of such third-party licensing partners.

resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights

to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under

the relevant agreements, either of which could have a material adverse effect on our business, financial condition, results of

operations and prospects.

Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability

to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize

the affected product candidates, which could have a material adverse effect on our business, financial conditions, results of operations

and prospects.

Product candidates that we advance into

clinical trials may not receive regulatory approval.

Pharmaceutical development has inherent

We will be required to demonstrate through well-controlled clinical trials that product candidates are effective with a

favorable benefit-risk profile for use in their target indications before seeking regulatory approvals for their commercial sale.

Success in early clinical trials does not mean that later clinical trials will be successful, as product candidates in later-stage

clinical trials may fail to demonstrate sufficient safety or efficacy despite having progressed through initial clinical testing.

Also, we may need to conduct additional clinical trials that are not currently anticipated.

Companies frequently suffer significant

setbacks in advanced clinical trials, even after earlier clinical trials have shown promising results.

As a result, product candidates

that we advance into clinical trials may not receive regulatory approval.

In addition, even if our product candidates

were to obtain approval, regulatory authorities may approve any such product candidates or any future product candidate for fewer

or more limited indications than we request, may not approve the price we intend to charge for our products, may grant approval

contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does

not include the labeling claims necessary or desirable for the successful commercialization of that product candidate.

The regulatory

authority may also require the label to contain warnings, contraindications, or precautions that limit the commercialization of

In addition, the Drug Enforcement Agency (or foreign equivalent) may classify one or more of our product candidates

in scheduling under the Controlled Substances Act (or its foreign equivalent) that could impede such product’s commercial

Any of these scenarios could compromise the commercial prospects for one or more of our current or future product candidates.

Regulatory approval for any approved

product is limited by the FDA to those specific indications and conditions for which clinical safety and efficacy have been demonstrated.

Any regulatory approval is limited to those

specific diseases and indications for which a product is deemed to be safe and effective by the FDA.

In addition to the FDA approval

required for new formulations, any new indication for an approved product also requires FDA approval.

If we are not able to obtain

FDA approval for any desired future indications for our products, our ability to effectively market and sell our products may be

reduced and our business may be adversely affected.

While physicians may choose to prescribe

drugs for uses that are not described in the product’s labeling and for uses that differ from those tested in clinical studies

and approved by the regulatory authorities, our ability to promote the products is limited to those indications that are specifically

approved by the FDA.

These “off-label”

uses are common across medical specialties and may constitute an appropriate

treatment for some patients in varied circumstances.

Regulatory authorities in the US generally do not regulate the behavior

of physicians in their choice of treatments.

Regulatory authorities do, however, restrict communications by pharmaceutical companies

on the subject of off-label use.

If our promotional activities fail to comply with these regulations or guidelines, we may be subject

to warnings from, or enforcement action by, these authorities.

In addition, our failure to follow FDA rules and guidelines

relating to promotion and advertising may cause the FDA to suspend or withdraw an approved product from the market, require

a recall or institute fines, or could result in disgorgement of money, operating restrictions, corrective advertising, injunctions

or criminal prosecution, any of which could harm our business.

Any product candidates we advance into

clinical development are subject to extensive regulation, which can be costly and time consuming, cause unanticipated delays or

prevent the receipt of the required approvals to commercialize product candidates.

The clinical development, manufacturing,

labeling, storage, record-keeping, advertising, promotion, import, export, marketing and distribution of any product candidate,

including our product candidates, is subject to extensive regulation by the FDA in the United States and by comparable health authorities

in foreign markets.

In the United States, we are not permitted to market a product candidate until such product candidate’s

Biologics License Application (“BLA”) or New Drug Application (“NDA”) is approved by the FDA.

of obtaining approval is expensive, often takes many years, and can vary substantially based upon the type, complexity and novelty

of the products involved.

In addition to significant clinical testing requirements, our ability to obtain marketing approval for

product candidates depends on obtaining the final results of required non-clinical testing, including characterization of the manufactured

components of our product candidates and validation of our manufacturing processes.

The FDA may determine that our product manufacturing

processes, testing procedures or facilities are inadequate to justify approval.

Approval policies or regulations may change, and

the FDA has substantial discretion in the pharmaceutical approval process, including the ability to delay, limit or deny approval

of a product candidate for many reasons.

Despite the time and expense invested in the clinical development of product candidates,

regulatory approval is never guaranteed.

The FDA and other regulatory agencies can

delay, limit or deny approval of a product candidate for many reasons, including, but not limited to:

the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

our inability to demonstrate to the satisfaction of the FDA that a product candidate is safe and effective for an indication;

the FDA may not accept clinical data from trials conducted by individual investigators or in countries where the standard of care is potentially different from that of the United States;

the results of clinical trials may not meet the level of statistical significance required by the FDA for approval;

the FDA may disagree with the interpretation of data from preclinical studies or clinical trials;

the FDA may not approve the manufacturing processes or facilities or those of third-party manufacturers with which we or our respective collaborators currently contract for clinical supplies and plan to contract for commercial supplies;

the approval policies or regulations of the FDA may significantly change in a manner rendering the clinical data insufficient for approval or the product characteristics or benefit-risk profile unfavorable for approval.

With respect to foreign markets, approval

procedures vary among countries and, in addition to the aforementioned risks, can involve additional product testing, administrative

review periods and agreements with pricing authorities.

In addition, recent events raising questions about the safety of certain

marketed pharmaceuticals may result in increased cautiousness by the FDA and comparable foreign regulatory authorities in reviewing

new pharmaceuticals based on safety, efficacy or other regulatory considerations and may result in significant delays in obtaining

regulatory approvals.

Any delay in obtaining, or inability to obtain, applicable regulatory approvals would prevent us from commercializing

our product candidates.

Any product candidate we advance into

clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent their regulatory approval

or commercialization or limit their commercial potential.

Unacceptable adverse events caused by any

of our product candidates that we advance into clinical trials could cause regulatory authorities to interrupt, delay or stop clinical

trials and could result in the denial of regulatory approval by the FDA or other regulatory authorities for any or all targeted

indications and markets.

This, in turn, could prevent us from commercializing the affected product candidate and generating revenues

from its sale.

We have not completed testing for any of

our product candidates for the indications for which we intend to seek product approval in humans, and we currently do not know

the extent of the adverse events, if any, that will be observed in patients who receive any of our product candidates.

our product candidates causes unacceptable adverse events in clinical trials, we may not be able to obtain regulatory approval

or commercialize such products, or, if such product candidates are approved for marketing, future adverse events could cause us

to withdraw such products from the market.

Delays in the commencement or resumption

of our clinical trials could result in increased costs and delay our ability to pursue regulatory approval.

The commencement or resumption of clinical

trials can be delayed for a variety of reasons, including, but not necessarily limited to, delays in:

obtaining regulatory clearance/approval to commence a clinical trial;

identifying, recruiting and training suitable clinical investigators;

reaching and preserving agreements on acceptable terms with prospective clinical research organizations (“CROs”) and trial sites, the terms of which can be subject to extensive negotiation, may be subject to modification from time to time and may vary significantly among different CROs and trial sites;

obtaining sufficient quantities of a product candidate for use in clinical trials;

obtaining Institutional Review Board (“IRB”) or ethics committee approval to conduct a clinical trial at a prospective site;

developing and validating companion diagnostics on a timely basis, if required;

adding new clinical sites once a trial has begun;

the death, disability, departure or other change to the principal investigator or other staff overseeing the clinical trial at a given site;

identifying, recruiting and enrolling patients to participate in a clinical trial;

retaining (or replacing) patients who have initiated a clinical trial but who may withdraw due to adverse events from the therapy, insufficient efficacy, fatigue with the clinical trial process, personal issues, or other reasons.

Any delays in the commencement of our clinical

trials will delay our ability to pursue regulatory approval for product candidates.

In addition, many of the factors that cause,

or lead to, a delay in the commencement of clinical trials may also ultimately lead to the denial of regulatory approval of a product

Suspensions or delays in the completion

of clinical testing could result in increased costs and delay or prevent our ability to complete development of that product or

generate product revenues.

Once a clinical trial has begun, patient

recruitment and enrollment may be slower than we anticipate.

Clinical trials may also be delayed as a result of ambiguous or negative

interim results or difficulties in obtaining sufficient quantities of product manufactured in accordance with regulatory requirements

and on a timely basis.

Further, a clinical trial may be modified, suspended or terminated by us, an IRB, an ethics committee or

a data safety monitoring committee overseeing the clinical trial, any clinical trial site with respect to that site, or the FDA

or other regulatory authorities, due to a number of factors, including, but not necessarily limited to:

failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;

inspection of the clinical trial operations or clinical trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

stopping rules contained in the protocol;

unforeseen safety issues or any determination that the clinical trial presents unacceptable health risks;

lack of adequate funding to continue the clinical trial.

Changes in regulatory requirements and

guidance also may occur, and we may need to amend clinical trial protocols to reflect these changes.

Amendments may require us

to resubmit clinical trial protocols to IRBs for re-examination, which may in turn impact the costs and timing of, and the likelihood

of successfully completing, a clinical trial.

If we experience delays in the completion of, or if we must suspend or terminate,

any clinical trial of any product candidate, our ability to obtain regulatory approval for that product candidate will be delayed,

and the commercial prospects, if any, for the product candidate may suffer as a result.

In addition, many of these factors may

also ultimately lead to the denial of regulatory approval of a product candidate.

Even if approved, any product candidates

that we may develop and market may be later withdrawn from the market or subject to promotional limitations.

We may not be able to obtain the labeling

claims or scheduling classifications necessary or desirable for the promotion of our marketed products (or our product candidates

if approved).

In addition, the agreements under which we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations or may conflict in such a way that puts us in breach of one or more agreements, which would make us susceptible to lengthy and expensive disputes with one or more of such third-party licensing partners.

The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreements, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business, financial conditions, results of operations and prospects.

Risks Pertaining to the Commercialization of Product Candidates

If any of our product candidates are successfully developed but do not achieve broad market acceptance among physicians, patients, healthcare payors and the medical community, the revenues that any such product candidates generate from sales will be limited.

Even if our product candidates receive regulatory approval, they may not gain market acceptance among physicians, patients, healthcare payors and the medical community.

Coverage and reimbursement of our product candidates by third-party payors, including government payors, generally would also be necessary for commercial success.

The degree of market acceptance of any approved products would depend on a number of factors, including, but not necessarily limited to:

● the efficacy and safety as demonstrated in clinical trials;

● the timing of market introduction of such product candidate as well as competitive products;

● the clinical indications for which the product is approved;

● acceptance by physicians, major operators of hospitals and clinics and patients of the product as a safe and effective treatment;

● the potential and perceived advantages of product candidates over alternative treatments;

● the safety of product candidates in a broader patient group (i.e., based on actual use);

● the availability, cost and benefits of treatment, in relation to alternative treatments;

● the availability of adequate reimbursement and pricing by third parties and government authorities;

● changes in regulatory requirements by government authorities for our product candidates;

● the product labeling or product insert required by the FDA or regulatory authority in other countries, including any contradictions, warnings, drug interactions, or other precautions;

● changes in the standard of care for the targeted indications for our product candidate or future product candidates, which could reduce the marketing impact of any labeling or marketing claims that we could make following FDA approval;

● relative convenience and ease of administration;

● the prevalence and severity of side effects and adverse events;

● the effectiveness of our sales and marketing efforts;

● unfavorable publicity relating to the product.

If any product candidate is approved but does not achieve an adequate level of acceptance by physicians, hospitals, healthcare payors and patients, we may not generate sufficient revenue from these products and in turn we may not become or remain profitable.

In addition, our efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be successful .

Even if approved, any product candidates that we may develop and market may be later withdrawn from the market or subject to promotional limitations.

We may not be able to obtain the desired labeling claims or scheduling classifications necessary or desirable for the promotion of our marketed products (or our product candidates if approved).

We may also be required to undertake post-marketing clinical trials.

If the results of such post-marketing studies

are not satisfactory or if adverse events or other safety issues arise after approval, the FDA or a comparable regulatory authority

in another jurisdiction may withdraw marketing authorization or may condition continued marketing on commitments from us that may

be expensive and/or time consuming to complete.

In addition, if we or others identify adverse side effects after any of our products

are on the market, or if manufacturing problems occur, regulatory approval may be withdrawn and reformulation of our products,

additional clinical trials, changes in labeling of our products and additional marketing applications may be required.

Any reformulation

or labeling changes may limit the marketability of such products if approved.

We currently rely predominantly on third

parties to manufacture our preclinical and clinical pharmaceutical supplies and expect to continue to rely heavily on them and

other contractors to produce commercial supplies of our products, and our dependence on third-party suppliers could adversely impact

our businesses.

We also rely solely on third parties to manufacture Journey’s commercialized products, which dependence may

also adversely impact our businesses.

We depend heavily on third party manufacturers

for product supply.

If our contract manufacturers cannot successfully manufacture material that conforms to applicable specifications

and with FDA regulatory requirements, we will not be able to secure and/or maintain FDA approval for those products.

Our third-party

suppliers will be required to maintain compliance with cGMPs and will be subject to inspections by the FDA and comparable agencies

and authorities in other jurisdictions to confirm such compliance.

In the event that the FDA or such other authorities determine

that our third-party suppliers have not complied with cGMPs or comparable regulations, the relevant clinical trials could be terminated

or subjected to a clinical hold until such time as we are able to obtain appropriate replacement material and/or applicable compliance,

and commercial product could be unfit for sale, or if distributed, could be recalled from the market.

Any delay, interruption or

other issues that arise in the manufacture, testing, packaging, labeling, storage, or distribution of our products as a result

of a failure of the facilities or operations of our third-party suppliers to comply with regulatory requirements or pass any regulatory

agency inspection could significantly impair our ability to develop and commercialize our products and product candidates.

several of our currently commercialized products, sold through our partner company Journey, are produced by a single manufacturer,

and, although we closely monitor inventory prophylactically, disruptions to such supply arrangements could adversely affect our

ability to meet product demand and therefore diminish revenues.

We also rely on third-party manufacturers

to purchase from third-party suppliers the materials necessary to produce product candidates for anticipated clinical trials.

are a small number of suppliers for certain capital equipment and raw materials that are used to manufacture those products.

do not have any control over the process or timing of the acquisition of these raw materials by our third-party manufacturers.

Moreover, we currently do not have any agreements for the commercial production of these raw materials.

Any significant delay in

the supply of raw material components related to an ongoing clinical trial could considerably delay completion of our clinical

trials, product testing and potential regulatory approval.

We do not expect to have the resources

or capacity to commercially manufacture our product candidates internally, if approved, and would likely continue to be heavily

dependent upon third-party manufacturers.

Our dependence on third parties to manufacture and supply clinical trial materials, as

well as our planned dependence on third party manufacturers for any products that may be approved, may adversely affect our ability

to develop and commercialize products in a timely or cost-effective manner, or at all.

We rely on third parties to conduct

clinical trials.

If these third parties do not meet agreed-upon deadlines or otherwise conduct the trials as required, our clinical

development programs could be delayed or unsuccessful, and we may not be able to obtain regulatory approval for or commercialize

our product candidates when expected or at all.

We rely on third-party contract research

organizations and site management organizations to conduct most of our preclinical studies and all of our clinical trials for our

product candidates.

We expect to continue to rely on third parties, such as contract research organizations, site management organizations,

clinical data management organizations, medical institutions and clinical investigators, to conduct some of our preclinical studies

and all of our clinical trials.

These CROs, investigators, and other third parties will and do play a significant role in the conduct

of our trials and the subsequent collection and analysis of data from the clinical trials.

There is no guarantee that any CROs, investigators

and other third parties upon which we rely for administration and conduct of our clinical trials will devote adequate time and

resources to such trials or perform as contractually required.

If any of these third parties fails to meet expected deadlines,

or fails to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be extended,

delayed or terminated.

If any of the clinical trial sites terminates for any reason, we may lose follow-up information on patients

enrolled in our ongoing clinical trials unless the care of those patients is transferred to another qualified clinical trial site.

In addition, principal investigators for our clinical trials may serve as scientific advisers or consultants to us from time to

time and receive cash or equity compensation in connection with such services.

If these relationships and any related compensation

result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site,

or the FDA’s willingness to accept such data, may be jeopardized.

Our reliance on these third parties for

research and development activities will reduce our control over these activities but will not relieve us of our responsibilities.

For example, we will remain responsible for ensuring that each of our preclinical studies and clinical trials are conducted in

accordance with the general investigational plan and protocols for the trial and for ensuring that our preclinical studies are

conducted in accordance with good laboratory practice (“GLP”) as appropriate.

Moreover, the FDA requires us to comply

with standards, commonly referred to as good clinical practices (“GCPs”) for conducting, recording and reporting the

results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and

confidentiality of trial participants are protected.

Regulatory authorities enforce these requirements through periodic inspections

of trial sponsors, clinical investigators and trial sites.

If we or any of our clinical research organizations fail to comply with

applicable GCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign

regulatory authorities may require us to perform additional clinical trials before approving our marketing applications.

assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical

trials complies with GCP regulations.

In addition, our clinical trials must be conducted with product produced under cGMP regulations.

Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval

We also are required to register ongoing clinical trials and post the results of completed clinical trials on a government-sponsored

database, ClinicalTrials.gov, within specified timeframes.

Failure to do so can result in fines, adverse publicity and civil and

criminal sanctions.

If any of our relationships with these

third-party contract research organizations or site management organizations terminates, we may not be able to enter into arrangements

with alternative contract research organizations or site management organizations or to do so on commercially reasonable terms.

Switching or adding additional contract research organizations or site management organizations involves additional cost and requires

management time and focus.

In addition, there is a natural transition period when a new contract research organization or site

management organization commences work.

As a result, delays could occur, which could compromise our ability to meet our desired

development timelines.

Though we carefully manage our relationships with our contract research organizations or site management

organizations, there can be no assurance that we will not encounter similar challenges or delays in the future.

We rely on clinical and pre-clinical

data and results obtained by third parties that could ultimately prove to be inaccurate or unreliable.

As part of the strategy we implement to

mitigate development risk, we seek to develop product candidates with well-studied mechanisms of action, and we intend to utilize

biomarkers to assess potential clinical efficacy early in the development process.

This strategy necessarily relies upon clinical

and pre-clinical data and other results produced or obtained by third parties, which may ultimately prove to be inaccurate or unreliable.

If the third-party data and results we rely upon prove to be inaccurate, unreliable or not applicable to our product candidates,

we could make inaccurate assumptions and conclusions about our product candidates, and our research and development efforts could

be compromised or called into question during the review of any marketing applications that we submit.

If our competitors develop treatments

for any of the target indications for which our product candidates are being developed and those competitor products are approved

more quickly, marketed more successfully or demonstrated to be more effective, the commercial opportunity with respect to that

product candidate will be reduced or eliminated.

The biotechnology and pharmaceutical industries

are subject to rapid and intense technological change.

We face, and will continue to face, competition in the development and marketing

of our product candidates from academic institutions, government agencies, research institutions and biotechnology and pharmaceutical

There can be no assurance that developments by others will not render one or more of our product candidates obsolete

or noncompetitive.

Furthermore, new developments, including the development of other drug technologies and methods of preventing

the incidence of disease, occur in the pharmaceutical industry at a rapid pace.

These developments may render one or more of our

product candidates obsolete or noncompetitive.

Competitors may seek to develop alternative

formulations that do not directly infringe on our in-licensed patent rights.

The commercial opportunity for one or more of our

product candidates could be significantly harmed if competitors are able to develop alternative formulations outside the scope

of our in-licensed patents.

Compared to us, many of our potential competitors have substantially greater:

capital resources;

development resources, including personnel and technology;

clinical trial experience;

regulatory experience;

expertise in prosecution of intellectual property rights;

manufacturing, distribution and sales and marketing experience.

As a result of these factors, our competitors

may obtain regulatory approval of their products more rapidly than we are able to or may obtain patent protection or other intellectual

property rights that limit our ability to develop or commercialize one or more of our product candidates.

Our competitors may also

develop drugs that are more effective, safe, useful and less costly than ours and may be more successful than us in manufacturing

and marketing their products.

Smaller or early-stage companies may also prove to be significant competitors, particularly through

collaborative arrangements with large and established companies.

We will also face competition from these third parties in establishing

clinical trial sites, in patient registration for clinical trials, and in identifying and in-licensing new product candidates.

We face potential product liability

exposure, and if successful claims are brought against us, we may incur substantial liability for one or more of our product candidates

or a future product candidate we may license or acquire and may have to limit their commercialization.

The use of one or more of our product candidates

and any future product candidate we may license or acquire in clinical trials and the sale of any products for which we obtain

marketing approval expose us to the risk of product liability claims.

For example, we may be sued if any product we develop allegedly

causes injury or is found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale.

Any such product

liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent

in the product, negligence, strict liability or a breach of warranties.

Product liability claims might be brought against us by

consumers, health care providers or others using, administering or selling our products.

If we cannot successfully defend ourselves

against these claims, we will incur substantial liabilities.

Regardless of merit or eventual outcome, liability claims may result

If the results of such post-marketing studies are not satisfactory or if adverse events or other safety issues arise after approval while our products are on the market, the FDA or a comparable regulatory authority in another jurisdiction may withdraw marketing authorization or may condition continued marketing on commitments from us that may be expensive and/or time consuming to complete.

In addition, if manufacturing problems occur, regulatory approval may be impacted or withdrawn and reformulation of our products, additional clinical trials, changes in labeling of our products and additional marketing applications may be required.

Any reformulation or labeling changes may limit the marketability of such products if approved.

We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for one or more of our product candidates or a future product candidate we may license or acquire and may have to limit their commercialization.

The use of one or more of our product candidates and any future product candidate we may license or acquire in clinical trials and the sale of any products for which we obtain marketing approval expose us to the risk of product liability claims.

For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale.

Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties.

Product liability claims might be brought against us by consumers, health care providers or others using, administering or selling our products.

If we cannot successfully defend ourselves against these claims, we will incur substantial liabilities.

Regardless of merit or eventual outcome, liability claims may result in:

● withdrawal of clinical trial participants;

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● the inability to commercialize our product candidate or future product candidates.

We will obtain limited product liability

insurance coverage for any and all of our upcoming clinical trials.

However, our insurance coverage may not reimburse us or may

not be sufficient to reimburse us for any expenses or losses we may suffer.

Moreover, insurance coverage is becoming increasingly

expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts

to protect us against losses due to liability.

When needed we intend to expand our insurance coverage to include the sale of commercial

products if we obtain marketing approval for one or more of our product candidates in development, but we may be unable to obtain

commercially reasonable product liability insurance for any products approved for marketing.

On occasion, large judgments have

been awarded in class action lawsuits based on drugs that had unanticipated side effects.

A successful product liability claim

or series of claims brought against us could cause our stock price to fall and, if judgments exceed our insurance coverage, could

decrease our cash and adversely affect our business.

Additionally, we have entered into various

agreements under which we indemnify third parties for certain claims relating to product candidates.

These indemnification obligations

may require us to pay significant sums of money for claims that are covered by these indemnifications.

If we fail to comply with environmental,

health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.

We, and/or third parties on our behalf,

may use hazardous materials, including chemicals and biological agents and compounds that could be dangerous to human health and

safety or the environment.

Our operations may also produce hazardous waste products.

Federal, state and local laws and regulations

govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes.

Compliance with applicable

environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our product

development efforts.

In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials

We do not carry specific biological or hazardous waste insurance coverage, and our property and casualty and general

liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure

or contamination.

Accordingly, in the event of contamination or injury, we could be held liable for damages or penalized with fines

in an amount exceeding our respective resources, and clinical trials or regulatory approvals could be suspended.

Although we maintain workers’

insurance to cover costs and expenses incurred due to injuries to our employees resulting from the use of hazardous materials,

this insurance may not provide adequate coverage against potential liabilities.

We do not maintain insurance for environmental

liability or toxic tort claims that may be asserted in connection with the storage or disposal of biological or hazardous materials.

In addition, we may incur substantial costs

in order to comply with current or future environmental, health and safety laws and regulations.

These current or future laws and

regulations may impair our research, development or production efforts.

Failure to comply with these laws and regulations also

may result in substantial fines, penalties or other sanctions.

If we are unable to obtain and maintain

patent protection for our technology and products, or if the scope of the patent protection obtained is not sufficiently broad,

our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully

commercialize our technology and products may be impaired.

Our success depends, in large part, on

our ability to obtain patent protection for product candidates and their formulations and uses.

The patent application process

is subject to numerous risks and uncertainties, and there can be no assurance that we or our partners will be successful in obtaining

patents or what the scope of an issued patent may ultimately be.

These risks and uncertainties include, but are not necessarily

limited to, the following:

patent applications may not result in any patents being issued, or the scope of issued patents may not extend to competitive product candidates and their formulations and uses developed or produced by others;

our competitors, many of which have substantially greater resources than us or our partners, and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that may limit or interfere with our abilities to make, use, and sell potential product candidates, file new patent applications, or may affect any pending patent applications that we may have;

there may be significant pressure on the U.S.

countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S.

courts, allowing foreign competitors a better opportunity to create, develop and market competing products.

In addition, patents that may be issued

or in-licensed may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable, or otherwise may not

provide any competitive advantage.

Moreover, we may be subject to a third-party pre-issuance submission of prior art to the US

Patent and Trademark Office (“PTO”), or become involved in opposition, derivation, reexamination, inter partes

review, post-grant review or interference proceedings challenging our patent rights or the patent rights of others.

these proceedings could be substantial, and it is possible that our efforts to establish priority of invention would be unsuccessful,

resulting in a material adverse effect on our US patent positions.

An adverse determination in any such submission, patent office

trial, proceeding or litigation could reduce the scope of, render unenforceable, or invalidate, our patent rights, allow third

parties to commercialize our technologies or products and compete directly with us, without payment to us, or result in our inability

to manufacture or commercialize products without infringing third-party patent rights.

In addition, if the breadth or strength

of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with

us to license, develop or commercialize current or future product candidates.

Third parties are often responsible for maintaining

patent protection for our product candidates, at our and their expense.

If that party fails to appropriately prosecute and maintain

patent protection for a product candidate, our abilities to develop and commercialize products may be adversely affected, and we

may not be able to prevent competitors from making, using and selling competing products.

Such a failure to properly protect intellectual

property rights relating to any of our product candidates could have a material adverse effect on our financial condition and results

of operations.

In addition, U.S.

patent laws may change, which could prevent or limit us from filing patent applications or patent

claims to protect products and/or technologies or limit the exclusivity periods that are available to patent holders, as well as

affect the validity, enforceability, or scope of issued patents.

We and our licensors also rely on trade

secrets and proprietary know-how to protect product candidates.

Although we have taken steps to protect our and their trade secrets

and unpatented know-how, including entering into confidentiality and non-use agreements with third parties, and proprietary information

and invention assignment agreements with employees, consultants and advisers, third parties may still come upon this same or similar

information independently.

Despite these efforts, any of these parties may also breach the agreements and may unintentionally or

willfully disclose our or our licensors’

proprietary information, including our trade secrets, and we may not be able to

identify such breaches or obtain adequate remedies.

Enforcing a claim that a party illegally disclosed or misappropriated a trade

secret is difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside

the United States are less willing or unwilling to protect trade secrets.

Moreover, if any of our or our licensors’

secrets were to be lawfully obtained or independently developed by a competitor, we and our licensors would have no right to prevent

them, or those to whom they communicate it, from using that technology or information to compete with us.

If any of our or our

licensors’

trade secrets were to be disclosed to or independently developed by a competitor, our competitive positions would

The patent prosecution process is expensive

and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable

cost or in a timely manner.

It is also possible that we will fail to identify any patentable aspects of our research and development

output and methodology, and, even if we do, an opportunity to obtain patent protection may have passed.

Given the uncertain and

time-consuming process of filing patent applications and prosecuting them, it is possible that our product(s) or process(es)

originally covered by the scope of the patent application may have changed or been modified, leaving our product(s) or process(es)

without patent protection.

If our licensors or we fail to obtain or maintain patent protection or trade secret protection for one

or more product candidates or any future product candidate we may license or acquire, third parties may be able to leverage our

proprietary information and products without risk of infringement, which could impair our ability to compete in the market and

adversely affect our ability to generate revenues and achieve profitability.

Moreover, should we enter into other collaborations

we may be required to consult with or cede control to collaborators regarding the prosecution, maintenance and enforcement of licensed

Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests

of our business.

The patent position of biotechnology and

pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been

the subject of much litigation.

In addition, no consistent policy regarding the breadth of claims allowed in pharmaceutical or

biotechnology patents has emerged to date in the US.

The patent situation outside the US is even more uncertain.

The laws of foreign

countries may not protect our rights to the same extent as the laws of the US, and we may fail to seek or obtain patent protection

in all major markets.

For example, European patent law restricts the patentability of methods of treatment of the human body more

than US law does.

We might also become involved in derivation proceedings in an event that a third party misappropriates one or

more of our inventions and files their own patent application directed to such one or more inventions.

The costs of these proceedings

could be substantial and it is possible that our efforts to establish priority of invention (or that a third party derived an invention

from us) would be unsuccessful, resulting in a material adverse effect on our US patent position.

As a result, the issuance,

scope, validity, enforceability and commercial value of our patent rights are highly uncertain.

Our pending and future patent applications

may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent

others from commercializing competitive technologies and products.

Changes in either the patent laws or interpretation of the patent

laws in the US and other countries may diminish the value of our patents or narrow the scope of our patent protection.

the federal courts of the US have taken an increasingly dim view of the patent eligibility of certain subject matter, such as naturally

occurring nucleic acid sequences, amino acid sequences and certain methods of utilizing same, which include their detection in

a biological sample and diagnostic conclusions arising from their detection.

Such subject matter, which had long been a staple

of the biotechnology and biopharmaceutical industry to protect their discoveries, is now considered, with few exceptions, ineligible

in the first instance for protection under the patent laws of the US.

Accordingly, we cannot predict the breadth of claims that

may be allowed and remain enforceable in our patents or in those licensed from a third party.

Recent patent reform legislation could

increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our

issued patents.

On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.

Leahy-Smith Act includes a number of significant changes to United States patent law.

These include changes to transition from

a “first-to-invent”

system to a “first inventor-to-file”

system and to the way issued patents are challenged.

The formation of the Patent Trial and Appeal Board now provides a less burdensome, quicker and less expensive process for challenging

issued patents.

The PTO recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and

many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first inventor-to-file

provisions, only became effective on March 16, 2013.

Accordingly, it is not clear what, if any, impact the Leahy-Smith Act

will have on the operation of our business.

However, the Leahy-Smith Act and its implementation could increase the uncertainties

and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which

could have a material adverse effect on our business and financial condition.

Even if our patent applications issue as

patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with

us or otherwise provide us with any competitive advantage.

Our competitors may be able to circumvent our owned or licensed patents

by developing similar or alternative technologies or products in a non-infringing manner.

We also may rely on the regulatory period

of market exclusivity for any of our biologic product candidates that are successfully developed and approved for commercialization.

Although this period in the United States is generally 12 years from the date of marketing approval (depending on the nature of

the specific product), there is a risk that the U.S.

Congress could amend laws to significantly shorten this exclusivity period.

Once any regulatory period of exclusivity expires, depending on the status of our patent coverage and the nature of the product,

we may not be able to prevent others from marketing products that are biosimilar to or interchangeable with our products, which

would materially adversely affect our business.

If we or our licensors are sued for

infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that

litigation would have a material adverse effect on our business.

Our success also depends on our ability,

and the abilities of any of our respective current or future collaborators, to develop, manufacture, market and sell product candidates

without infringing the proprietary rights of third parties.

Numerous U.S.

and foreign issued patents and pending patent applications,

which are owned by third parties, exist in the fields in which we are developing products, some of which may be directed at claims

that overlap with the subject matter of our or our licensors’

intellectual property.

Because patent applications can take

many years to issue, there may be currently pending applications, unknown to us, which may later result in issued patents that

our product candidates or proprietary technologies may infringe.

Similarly, there may be issued patents relevant to our product

candidates of which we or our licensors are not aware.

Publications of discoveries in the scientific literature often lag behind

the actual discoveries, and patent applications in the US and other jurisdictions are typically not published until 18 months after

a first filing, or in some cases not at all.

Therefore, we cannot know with certainty whether we or such licensors were the first

to make the inventions claimed in patents or pending patent applications that we own or licensed, or that we and our licensors

were the first to file for patent protection of such inventions.

In the event that a third party has also filed a US patent application

relating to our product candidates or a similar invention, depending upon the priority dates claimed by the competing parties,

we may have to participate in interference proceedings declared by the PTO to determine priority of invention in the US.

of these proceedings could be substantial, and it is possible that our efforts to establish priority of invention would be unsuccessful,

resulting in a material adverse effect on our U.S.

patent position.

As a result, the issuance, scope, validity, enforceability

and commercial value of our or any of our licensors’

patent rights are highly uncertain.

There is a substantial amount of litigation

involving patent and other intellectual property rights in the biotechnology and biopharmaceutical industries generally.

party claims that we or any of our licensors, suppliers or collaborators infringe the third party’s intellectual property

rights, we may have to, among other things:

obtain additional licenses, which may not be available on commercially reasonable terms, if at all;

abandon an infringing product candidate or redesign products or processes to avoid infringement, which may demand substantial funds, time and resources and which may result in inferior or less desirable processes and/or products;

pay substantial damages, including the possibility of treble damages and attorneys’

fees, if a court decides that the product or proprietary technology at issue infringes on or violates the third party’s rights;

pay substantial royalties, fees and/or grant cross-licenses to our product candidates;

defend litigation or administrative proceedings which may be costly regardless of outcome, and which could result in a substantial diversion of financial and management resources.

We may be involved in lawsuits to protect

or enforce our patents or the patents of licensors, which could be expensive, time consuming and unsuccessful.

Competitors may infringe our or our licensors’

To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and

time-consuming.

Any claims we assert against accused infringers could provoke these parties to assert counterclaims against us

alleging invalidity of our or our licensors’

patents or that we infringe their patents;

or provoke those parties to petition

the PTO to institute inter partes review against the asserted patents, which may lead to a finding that all or some of the

claims of the patent are invalid.

In addition, in a patent infringement proceeding, a court may decide that a patent of ours or

our licensor’s is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to

stop the other party from using the technology at issue on the grounds that our or our licensors’

patents do not cover the

technology in question.

An adverse result in any litigation or defense proceedings could put one or more of our patents at risk

of being invalidated, found to be unenforceable, or interpreted narrowly and could likewise put pending patent applications at

risk of not issuing.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property

litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.

We may be subject to claims that our

employees and/or consultants have wrongfully used or disclosed to us alleged trade secrets of their former employers or other clients.

As is common in the biopharmaceutical industry,

we rely on employees and consultants to assist in the development of product candidates, many of whom were previously employed

at, or may have previously been or are currently providing consulting services to, other biopharmaceutical companies, including

our competitors or potential competitors.

We may become subject to claims related to whether these individuals have inadvertently

or otherwise used, disclosed or misappropriated trade secrets or other proprietary information of their former employers or their

former or current clients.

Litigation may be necessary to defend against these claims.

Even if we are successful in defending these

claims, litigation could result in substantial costs and be a distraction to management and/or the employees or consultants that

are implicated.

Any product for which we obtain marketing

approval could be subject to restrictions or withdrawal from the market and we may be subject to penalties if we fail to comply

with regulatory requirements or if we experience unanticipated problems with products, when and if any of them are approved.

Any product for which we obtain marketing

approval, along with the manufacturing processes and facilities, post-approval clinical data, labeling, advertising and promotional

activities for such product, will be subject to continual requirements of, and review by, the FDA and comparable regulatory authorities.

These requirements include submissions of safety and other post-marketing information and reports, registration requirements, cGMP

requirements relating to quality control, quality assurance and corresponding maintenance of records and documents, requirements

regarding the distribution of samples to physicians and recordkeeping, and requirements regarding company presentations and interactions

with healthcare professionals.

Even if we obtain regulatory approval for a product, the approval may be subject to limitations

on the indicated uses for which the product may be marketed or subject to conditions of approval, or contain requirements for costly

post-marketing testing and surveillance to monitor the safety or efficacy of the product.

We also may be subject to state laws

and registration requirements covering the distribution of drug products.

Later discovery of previously unknown problems with products,

manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in actions such as:

Our partner company Journey has acquired an isotretinoin product and will begin marketing that product under the Accutane® brand name in Q2 2021.

Isotretinoin has a black box warning for use in pregnant women.

Isotretinoin also has warnings for side effects related to psychiatric disorders and inflammatory bowel disease, among others.

Historically, isotretinoin has been the subject of significant product liability claims, mainly related to irritable bowel disease .

Currently, there is no significant isotretinoin product liability litigation.

The federal multi-district litigation (“MDL”) court dismissed all remaining federal isotretinoin cases in 2014 after ruling that the warning label on the drug was adequate.

The MDL dissolved in 2015, which effectively put an end to federal lawsuits.

Cases continued in New Jersey state court until 2017, when the trial court judge dismissed the remaining the isotretinoin product liability cases.

Thus, should a product liability claim against Journey be brought related to its isotretinoin product, we have substantial defenses.

However, it is not feasible to predict the ultimate outcome of any litigation and the Company could in the future be required to pay significant amounts as a result of settlement or judgments should such new product liability claims be brought.

We will obtain limited product liability insurance coverage for all of our upcoming clinical trials.

However, our insurance coverage may not reimburse us or may not be sufficient to reimburse us for any expenses or losses we may suffer.

Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability.

When needed we intend to expand our insurance coverage to include the sale of commercial products if we obtain marketing approval for one or more of our product candidates in development, but we may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing.

On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects.

A successful product liability claim or series of claims brought against us could cause our stock price to fall and, if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business.

Additionally, we have entered into various agreements under which we indemnify third parties for certain claims relating to product candidates.

These indemnification obligations may require us to pay significant sums of money for claims that are covered by these indemnifications.

Any product for which we obtain marketing approval could be subject to restrictions or withdrawal from the market and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with products, when and if any of them are approved.

Any product for which we obtain marketing approval, along with the authorized manufacturing facilities, processes and equipment, post-approval clinical data, labeling, advertising and promotional activities for such product, will remain subject to ongoing regulatory requirements governing drug or biological products, as well as review by the FDA and comparable regulatory authorities.

These requirements include submissions of safety and other post-marketing information and reports, registration requirements, CGMP requirements relating to quality control, quality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and recordkeeping, and requirements regarding company presentations and interactions with healthcare professionals.

Even if we obtain regulatory approval for a product, the approval may be subject to limitations on the indicated uses for which the product may be marketed or subject to conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product.

We also may be subject to state laws and registration requirements covering the distribution of drug products.

Later discovery of previously unknown problems with products, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in actions such as:

● restrictions on product manufacturing, distribution or use;

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● requirements to conduct post-marketing studies or clinical trials;

warning letters;

withdrawal of the products from the market;

● warning or untitled letters;

● recalls or other withdrawal of the products from the market;

● refusal to approve pending applications or supplements to approved applications that we submit;

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● adverse publicity.

If we or our suppliers, third-party contractors,

clinical investigators or collaborators are slow to adapt, or are unable to adapt, to changes in existing regulatory requirements

or adoption of new regulatory requirements or policies, we or our collaborators may be subject to the actions listed above, including

losing marketing approval for products when and if any of them are approved, resulting in decreased revenue from milestones, product

sales or royalties.

We rely on information technology, and

any internet or internal computer system failures, inadequacies, interruptions or compromises of our systems or the security of

confidential information could damage our reputation and harm our business.

Although a significant portion of our business

is conducted using traditional methods of contact and communications such as face-to-face meetings, our business is increasingly

dependent on critical, complex and interdependent information technology systems, including internet-based systems, to support

business processes as well as internal and external communications.

We could experience system failures and degradations in the

We cannot assure you that we will be able to prevent an extended and/or material system failure if any of the following

or similar events occurs:

subsystem, component, or software failure;

a power or telecommunications failure;

hacker attacks, cyber-attacks, software viruses, security breaches, unauthorized access or intentional acts of vandalism;

terrorist acts or war.

If any of the foregoing events were to

occur, our business operations could be disrupted in ways that would require the incurrence of substantial expenditures to remedy.

Any system failure, accident or security breach that causes interruptions in our operations could result in a material disruption

of our drug development programs.

For example, the loss of clinical trial data from completed clinical trials for one or more

of our product conducts could result in delays in our regulatory approval efforts and significantly increase our costs to recover

or reproduce the data.

To the extent that any disruption or security breach were to result in a loss of, or damage to, our data

and applications, or inappropriate/unauthorized disclosure of confidential or proprietary information (including trade secrets),

we could incur liability and our business and financial condition could be harmed.

The occurrence of a catastrophic disaster

could damage our facilities beyond insurance limits or we could lose key data which could cause us to curtail or cease operations.

We are vulnerable to damage and/or

loss of vital data from natural disasters, such as earthquakes, tornadoes, power loss, fire, health epidemics and pandemics,

floods and similar events, as well as from accidental loss or destruction.

If any disaster were to occur, our ability to

operate our businesses could be seriously impaired.

We have property, liability and business interruption insurance that may

not be adequate to cover losses resulting from disasters or other similar significant business interruptions, and we do not

plan to purchase additional insurance to cover such losses due to the cost of obtaining such coverage.

Any significant losses

that are not recoverable under our insurance policies could seriously impair our business, financial condition and prospects.

Any of the aforementioned circumstances, including without limitation the emerging COVID-19 virus, may also impede our

employees’

and consultants’

abilities to provide services in-person and/or in a timely manner;

hinder our ability

to raise funds to finance our operations on favorable terms or at all;

and trigger effectiveness of “force

majeure”

clauses under agreements with respect to which we receive goods and services, or under which we are obligated

to achieve developmental milestones on certain timeframes.

Disputes with third parties over the applicability of such

“force majeure”

clauses, or the enforceability of developmental milestones and related extension mechanisms in

light of such business interruptions, may arise and may become expensive and time-consuming.

We cannot predict the likelihood, nature

or extent of government regulation that may arise from future legislation or administrative or executive action, either in the

United States or abroad.

We cannot predict the likelihood, nature

or extent of how government regulation that may arise from future legislation or administrative or executive action taken by the

If we or our suppliers, third-party contractors, clinical investigators or collaborators are slow to adapt, or are unable to adapt, to changes in existing regulatory requirements or adoption of new regulatory requirements or policies, we or our collaborators may be subject to the actions listed above, including losing marketing approval for products when and if any of them are approved, resulting in decreased revenue from milestones, product sales or royalties.

We will need to obtain FDA approval of any proposed product brand names, and any failure or delay associated with such approval may adversely impact our business.

A pharmaceutical product cannot be marketed in the U.S.

or other countries until the relevant governmental authority has completed a rigorous and extensive regulatory review process, including approval of a brand name.

Any brand names we intend to use for our product candidates in the U.S.

will require approval from the FDA regardless of whether we have secured a formal trademark registration from the PTO.

The FDA typically conducts a review of proposed product brand names, including an evaluation of potential for confusion with other product names.

The FDA may also object to a product brand name if it believes the name inappropriately implies medical claims.

If the FDA objects to any of our proposed product brand names, we may be required to adopt an alternative brand name for our product candidates.

If we adopt an alternative brand name, we would lose the benefit of our existing trademark applications for such product candidate and may be required to expend significant additional resources in an effort to identify a suitable product brand name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA.

We may be unable to build a successful brand identity for a new trademark in a timely manner or at all, which would limit our ability to commercialize our product candidates.

Risks Pertaining to Legislation and Regulation Affecting the Biopharmaceutical and Other Industries

We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad.

We cannot predict the likelihood, nature or extent of how government regulation that may arise from future legislation or administrative or executive action taken by the U.S.

presidential administration may impact our business and industry.

In particular, the U.S.

President has taken several executive

actions, specifically through rulemaking and guidance, that could impact the pharmaceutical business and industry.

major administrative actions include:

On October 9, 2019, the Centers for Medicare & Medicaid Services (“CMS”)

issued a proposed rule entitled, Modernizing and Clarifying the Physician Self-Referral Regulations and on the same

day the HHS Office of Inspector General issued a similar rule, entitled Revisions to Safe Harbors Under the Anti-Kickback Statute,

and Civil Monetary penalty Rules Regarding Beneficiary Inducements .

The proposed rules are an effort to reform regulations

dealing with anti-kickback and self-referral laws.

The proposals are attempting to allow certain financial arrangements that would

otherwise violate anti-kickback and self-referral laws for providers that are participating in value-based payment arrangements.

The proposed rule could impact drug purchasing behavior to ensure providers are within their budget and/or restructure existing

payment structures between providers and manufacturers.

On October 30, 2019, the Administration issued an advanced notice of proposed rulemaking (“ANPRM”)

entitled, International Pricing Index Model for Medicare Part B Drugs .

This ANPRM is soliciting feedback on a

potential proposal to align United States drug prices in the Medicare Part B program with international prices.

It also solicits

public feedback on a policy that would allowing private-sector vendors to negotiate prices, take title to drugs, and improve competition

for hospital and physician business.

Although this is only a notice for a potential rule, it signals the Administration’s

desire to regulatorily influence the United States drug pricing system that could adversely affect the industry.

On November 15, 2019, CMS issued a proposed rule entitled, Transparency in Coverage

and finalized the Calendar Year (“CY”) 2020 Outpatient Prospective Payment System (“OPPS”) &

Ambulatory Surgical Center Price Transparency Requirements for Hospitals to Make Standard Charges Rule .

Together the rules would

increase price transparency through health plans and in hospitals.

The affects may influence consumer purchasing habits in the

health care sector as a whole.

Although the transparency provisions are not yet in effect and the hospital price transparency requirements

are subject to litigation, there could be implications for the industry related to drug pricing if or when it is enacted.

On November 18, 2019, CMS issued a proposed rule entitled, Medicaid Fiscal Accountability

Regulation (“MFAR”) .

The proposed rule would significantly impact states’

ability to finance their Medicaid

If finalized, the MFAR could force states to restructure their Medicaid financing that could disincentivize or change

state prescription drug purchasing behavior that would adversely impact the industry.

On December 18, 2019, the FDA issued a proposed rule entitled, Importation of

Prescription Drugs.

In particular, the former U.S.

President took several executive actions, specifically through rulemaking and guidance, that could impact the pharmaceutical business and industry.

Shortly after taking office in January 2021, President Biden announced that his Administration would be freezing a number of the prior Administration’s drug pricing reforms, while others remain subject to both executive orders or regulatory changes issued by the Department of Health and Human Services.

A few of the major administrative actions include:

● On October 30, 2019, the Trump Administration issued an advanced notice of proposed rulemaking (“ANPRM”) entitled, International Pricing Index Model for Medicare Part B Drugs .

This ANPRM was intended to solicit feedback on a potential proposal to align United States drug prices in the Medicare Part B program with international prices.

It also solicited public feedback on a policy that would allowing private-sector vendors to negotiate prices, take title to drugs, and improve competition for hospital and physician business.

Although this is only a notice for a potential rule, it signals the Administration’s desire to regulatorily influence the United States drug pricing system that could adversely affect the industry.

● On November 15, 2019, CMS issued a proposed rule entitled, Transparency in Coverage and finalized the Calendar Year (“CY”) 2020 Outpatient Prospective Payment System (“OPPS”) & Ambulatory Surgical Center Price Transparency Requirements for Hospitals to Make Standard Charges Rule .

Together the rules would increase price transparency through health plans and in hospitals.

The affects may influence consumer purchasing habits in the health care sector as a whole.

Although the transparency provisions are not yet in effect and the hospital price transparency requirements are subject to litigation, there could be implications for the industry related to drug pricing if or when it is enacted.

● On November 18, 2019, CMS issued a proposed rule entitled, Medicaid Fiscal Accountability Regulation (“MFAR”) .

The proposed rule would significantly impact states’ ability to finance their Medicaid programs.

If finalized, the MFAR could force states to restructure their Medicaid financing that could disincentivize or change state prescription drug purchasing behavior that would adversely impact the industry.

● On December 18, 2019, the FDA issued a proposed rule entitled, Importation of Prescription Drugs.

The proposed rule would allow the importation of certain prescription drugs from Canada.

If finalized,

states or other non-federal government entities would be able to submit importation program proposals to FDA for review and authorization.

If finalized, states or other non-federal government entities would be able to submit importation program proposals to FDA for review and authorization.

This proposed rule could also influence pricing practices in the United States.

On January 30, 2020, CMS issued a state waiver option entitled, Health Adult Opportunity

(“HAO”) .

● On January 30, 2020, CMS issued a state waiver option entitled, Health Adult Opportunity (“HAO”) .

The HAO would allow states to restructure benefits and coverage policies for their Medicaid programs.

The HAO will provide states administrative flexibilities in exchange for a capped federal share.

The cap on the federal share is

commonly referred to as a “block grant.”

Importantly, the HAO allows states to set formularies that align with Essential

Health Benefit requirements while still requiring manufacturers to participate in the Medicaid Rebate Program.

Depending on utilization

of the HAO by states, it could impact the industry –

especially if states elect to use a formulary.

It is also possible that the Trump Administration

will include drug pricing proposals in annual rulemaking throughout the year.

As noted above, it is impossible to predict whether

these policies will be included in future rulemaking;

however, it is possible and worth noting.

Changes in funding for the FDA and other

government agencies could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new

products and services from being developed or commercialized in a timely manner, which could negatively impact our business or

the business of our partners.

The ability of the FDA to review and approve

new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain

key personnel, ability to accept the payment of user fees, and statutory, regulatory, and policy changes.

Average review times

at the agency have fluctuated in recent years as a result.

In addition, government funding of other government agencies that fund

research and development activities is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies

may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely

affect our business or the business of our partners.

For example, over the last several years, including for 35 days beginning

on December 22, 2018, the U.S.

government has shut down several times and certain regulatory agencies, such as the FDA, have

had to furlough nonessential FDA employees and stop routine activities.

If a prolonged government shutdown occurs, it could significantly

impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect

on our business.

If the timing of FDA’s review and approval of new products is delayed, the timing of our or our partners’

development process may be delayed, which could result in delayed milestone revenues and materially harm our operations or business.

We will need to obtain FDA approval

of any proposed product brand names, and any failure or delay associated with such approval may adversely impact our business.

A pharmaceutical product cannot be marketed

in the US or other countries until it has completed a rigorous and extensive regulatory review processes, including approval of

a brand name.

Any brand names we intend to use for our product candidates will require approval from the FDA regardless of whether

we have secured a formal trademark registration from the PTO.

The FDA typically conducts a review of proposed product brand names,

including an evaluation of potential for confusion with other product names.

The FDA may also object to a product brand name if

it believes the name inappropriately implies medical claims.

If the FDA objects to any of our proposed product brand names, we

may be required to adopt an alternative brand name for our product candidates.

If we adopt an alternative brand name, we would

lose the benefit of our existing trademark applications for such product candidate and may be required to expend significant additional

resources in an effort to identify a suitable product brand name that would qualify under applicable trademark laws, not infringe

the existing rights of third parties and be acceptable to the FDA.

We may be unable to build a successful brand identity for a

new trademark in a timely manner or at all, which would limit our ability to commercialize our product candidates.

Negative public opinion and increased

regulatory scrutiny of the therapies that underpin many of our product candidates may damage public perception of our product candidates

or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.

Public perception may be influenced by

claims that one or more of the therapies underpinning our product candidates, including without limitation gene therapy, is unsafe,

and such therapy may not gain the acceptance of the public or the medical community.

In particular, the success of our gene therapy

platforms will depend upon physicians specializing in the treatment of those diseases that our product candidates target prescribing

treatments that involve the use of our product candidates in lieu of, or in addition to, existing treatments with which they are

already familiar and for which greater clinical data may be available.

More restrictive government regulations or negative public

opinion would have a negative effect on our business or financial condition and may delay or impair the development and commercialization

of our product candidates or demand for any products we may develop.

Adverse events in our clinical trials, even if not ultimately

attributable to our product candidates, and the resulting publicity, could lead to increased governmental regulation, unfavorable

public perception, potential regulatory delays in the testing or approval of our potential product candidates, stricter labeling

requirements for those product candidates that do obtain approval and/or a decrease in demand for any such product candidates.

Concern about environmental spread of our products, whether real or anticipated, may also hinder the commercialization of our products.

Risks Relating to our Finances, Capital

Requirements and Other Financial Matters

We are an early-stage company with a

history of operating losses that is expected to continue, and we are unable to predict the extent of future losses, whether we

will generate significant or any revenues or whether we will achieve or sustain profitability.

We are an early-stage company and our prospects

must be considered in light of the uncertainties, risks, expenses and difficulties frequently encountered by companies in their

early stages of operations.

We continue to generate operating losses in all periods including losses from continuing operations

of approximately $101.7 million and $130.8 million for the years ended December 31, 2019 and 2018, respectively.

At December 31,

2019, we had an accumulated deficit of approximately $436.2 million.

We expect to make substantial expenditures and incur increasing

operating costs and interest expense in the future, and our accumulated deficit will increase significantly as we expand development

and clinical trial activities for our product candidates and finance investments in certain of our existing and new partners and

affiliates in accordance with our growth strategy.

Our losses have had, and are expected to continue to have, an adverse impact

on our working capital, total assets and stockholders’

Because of the numerous risks and uncertainties

associated with developing pharmaceutical products, we are unable to predict the timing or amount of increased expenses or when

or if, we will be able to achieve profitability.

Our net losses may fluctuate significantly from quarter to quarter and year to

We anticipate that our expenses will increase substantially if:

one or more of our product candidates is approved for commercial sale, due to our ability to establish the necessary commercial infrastructure to launch this product candidate without substantial delays, including hiring sales and marketing personnel and contracting with third parties for warehousing, distribution, cash collection and related commercial activities;

we are required by the FDA or foreign regulatory authorities, to perform studies in addition to those currently expected;

there are any delays in completing our clinical trials or the development of any of our product candidates;

we execute other collaborative, licensing or similar arrangements and the timing of payments we may make or receive under these arrangements;

there are variations in the level of expenses related to our future development programs;

there are any product liability or intellectual property infringement lawsuits in which we may become involved;

there are any regulatory developments affecting product candidates of our competitors;

one or more of our product candidates receives regulatory approval.

Our ability to become profitable depends

upon our ability to generate revenue.

To date, we have not generated any revenue from our development stage products, and we do

not know when, or if, we will generate any revenue.

Our ability to generate revenue depends on a number of factors, including,

but not limited to, our ability to:

obtain regulatory approval for one or more of our product candidates, or any future product candidate that we may license or acquire;

manufacture commercial quantities of one or more of our product candidates or any future product candidate, if approved, at acceptable cost levels;

develop a commercial organization and the supporting infrastructure required to successfully market and sell one or more of our product candidates or any future product candidate, if approved.

Even if we do achieve profitability, we

may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to become and remain profitable

would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our research

and development efforts, diversify our product offerings or even continue our operations.

A decline in the value of our company

could also cause you to lose all or part of your investment.

We have also historically financed a

significant portion of our growth and operations in part through the assumption of debt;

should an event of default occur under

any applicable loan documents, our business would be materially adversely affected.

At December 31, 2019, the total amount

of debt outstanding, net of the debt discount was $84.7 million.

If we default on our obligations, the holders of our debt may

declare the outstanding amounts immediately payable together with accrued interest, and/or take possession of pledged collateral,

If an event of default occurs, we may not be able to cure it within any applicable cure period, if at all.

If the maturity

of our indebtedness is accelerated, we may not have sufficient funds available for repayment or we may not have the ability to

borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us, or at all.

In addition, current

or future debt obligations may limit our ability to finance future operations or satisfy capital needs or to engage in, expand

or pursue our business activities.

Such restrictive covenants may also prevent us from engaging in activities that could be beneficial

to our business and our stockholders unless we repay the outstanding debt, which may not be desirable or possible.

To service our debt securities, which

may be deemed to include our Series A Preferred Stock, we will be required to generate a significant amount of cash.

to generate cash depends on a number of factors, some of which are beyond our control, and any failure to meet our debt obligations

would have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause

the market value of our common stock and/or preferred stock to decline.

Prevailing economic conditions and financial,

business and other factors, many of which are beyond our control, may affect our ability to make payments on our debt.

not generate sufficient cash flow to satisfy our debt obligations, we may have to undertake alternative financing plans, such as

refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional

Alternatively, as we have done in the past, we may also elect to refinance certain of our debt, for example, to extend

Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at

If we are unable to access the capital markets, whether because of the condition of those capital markets or our own

financial condition or reputation within such capital markets, we may be unable to refinance our debt.

In addition, any refinancing

of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict

our business operations.

Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations

on commercially reasonable terms, or at all, could have a material adverse effect on our business, financial condition, cash flows

and results of operations and could cause the market value of our common stock and/or debt securities to decline.

Repayment of our indebtedness is dependent

in part on the generation of cash flow by Journey and its ability to make such cash available to us, by dividend, debt repayment

or otherwise.

Journey may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect

of our indebtedness.

Each of our subsidiaries, including Journey, is a distinct legal entity and, under certain circumstances,

legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

Our ability to continue to reduce our indebtedness

will depend upon factors including our future operating performance, our ability to access the capital markets to refinance existing

debt and prevailing economic conditions and financial, business and other factors, many of which are beyond our control.

provide no assurance of the amount by which we will reduce our debt, if at all.

In addition, servicing our debt will result in

a reduction in the amount of our cash flow available for other purposes, including operating costs and capital expenditures that

could improve our competitive position and results of operations.

We have in the past acted, do currently

act, and are likely to continue in the future to act as guarantor and/or indemnitor of the obligations, actions or inactions of

certain of our subsidiaries and affiliated companies;

depending on the terms of such arrangements, we may be contractually obligated

to pay substantial amounts to third parties based on the actions or inactions of our subsidiaries and/or affiliates.

We have in the past acted, do currently

act, and are likely to continue in the future to act as guarantor of the debt obligations of several of our subsidiaries and/or

affiliates, including Aevitas, Baergic, Cellvation and Cyprium.

Depending on the terms of such guaranty arrangements, we may be

contractually obligated to pay substantial amounts to third party lenders based on the actions or inactions of such subsidiaries

and/or affiliates, which would result in a reduction of the amount of our cash available for other purposes and may have a material

adverse effect on the price of our Securities.

We also have in the past acted, do currently

act, and are likely to continue in the future to act as indemnitor of potential losses that may be experienced by one or more of

our affiliated companies and/or their partners or investors.

In particular, under that certain Indemnification Agreement, dated

as of November 12, 2018 (the “Indemnification Agreement”), we indemnify InvaGen Pharmaceuticals Inc.

(“InvaGen”)

and its affiliates for any losses they may sustain in connection with inaccuracies that may appear in the representations and warranties

that our partner company Avenue made to InvaGen in that certain Stock Purchase and Merger Agreement, dated as of November 12,

2018 (the “Avenue SPMA”).

The maximum amount of indemnification we may have to provide under the Indemnification Agreement

is $35.0 million, and such obligation terminates upon the consummation of the Merger Transaction (as defined in the Avenue SPMA).

In the event of payment by us of any such indemnification amount, we would be able to recoup such amounts (other than our pro rata

share of the indemnification as a shareholder in Avenue) from the Merger Transaction proceeds, but if the Merger Transaction never

occurs, we would have no means of recouping such previously-paid indemnification amounts.

If we become obligated to pay all or

a portion of such indemnification amounts (regardless of whether or not we are partially reimbursed out of the proceeds of the

Merger Transaction), our business and the market value of our common stock and/or debt securities may be materially adversely impacted.

We have in the past and are likely in

the future to undergo collaborations and/or divestitures with respect to certain of our assets and subsidiaries, some of which

may be material and/or transformative, which could adversely affect our business, prospects and opportunities for growth.

We have in the past completed a number

of partnerships and/or contingent sales of our assets and subsidiaries, including an equity investment and contingent sale between

Avenue and InvaGen and an equity investment and contingent option transaction between Caelum and Alexion Pharmaceuticals, Inc.

Each of these transactions has been time-consuming and has diverted management’s attention.

As a result of these contingent

sales (and other similar transactions we may in the future complete), we may experience a reduction in the size or scope of our

business, our market share in particular markets, our opportunities with respect to certain markets, products or therapeutic categories

or our ability to compete in certain markets and therapeutic categories.

For example, in connection with execution of the Avenue

SPMA, we signed a Restrictive Covenant Agreement, which prohibits us from, directly or indirectly, engaging in the business of

hospital administered pain management anywhere in the world other than Canada, Central America or South America for a period of

five years after the earlier of the termination of the Avenue SPMA or consummation of the Merger Transaction (as defined in the

In addition, in connection with any such

transaction that involves a (contingent or non-contingent) sale of one of our assets or subsidiaries, we may surrender our ability

to realize long-term value from such asset or subsidiary, in the form of foregone royalties, milestone payments, sublicensing revenue

or otherwise, in exchange for upfront and/or other payments.

In the event, for instance, that a product candidate underpinning

any such asset or subsidiary is granted FDA approval for commercialization following the execution of documentation governing the

sale by us of such asset or subsidiary, the transferee of such asset or subsidiary may realize tremendous value from commercializing

such product, which we would have realized for ourselves had we not executed such sale transaction and been able to achieve applicable

approvals independently.

Should we seek to enter into collaborations

or divestitures with respect to other assets or subsidiaries, we may be unable to consummate such arrangements on satisfactory

or commercially reasonable terms within our anticipated timelines.

In addition, our ability to identify, enter into and/or consummate

collaborations and/or divestitures may be limited by competition we face from other companies in pursuing similar transactions

in the biotechnology and pharmaceutical industries.

Any collaboration or divestiture we pursue, whether we are able to complete

it or not, may be complex, time consuming and expensive, may divert the management’s attention, have a negative impact on

our customer relationships, cause us to incur costs associated with maintaining the business of the targeted collaboration or divestiture

during the transaction process and also to incur costs of closing and disposing the affected business or transferring the operations

of the business to other facilities.

In addition, if such transactions are not completed for any reason, the market price of our

common stock may reflect a market assumption that such transactions will occur, and a failure to complete such transactions could

result in a negative perception by the market of us generally and a decline in the market price of our common stock.

consummation of the Avenue-InvaGen merger contemplated by the Avenue SPMA is conditioned on, inter alia :

FDA approval of IV tramadol (Avenue’s lead product candidate);

(ii) labeling for IV tramadol containing an indication

as moderate to moderately severe (post-operative) pain, not restricted to any specific type of surgery;

(iii) classification

of IV tramadol by the DEA as a Schedule IV drug;

and (iv) there being no Risk Evaluation and Mitigation Strategy from the

FDA applicable to IV tramadol.

If one or more of these conditions is not satisfied, InvaGen will not be obligated to consummate

the Avenue-InvaGen merger, which could materially adversely affect our business.

As a result of these factors, any collaboration

or divestiture (whether or not completed) could have a material adverse effect on our business, financial condition, cash flows

and results of operations and could cause the market value of our common stock and/or preferred stock to decline.

We may need substantial additional funding

and may be unable to raise capital when needed, which may force us to delay, curtail or eliminate one or more of our R&D programs,

commercialization efforts or planned acquisitions and potentially change our growth strategy.

Our operations have consumed substantial

amounts of cash since inception.

During the years ended December 31, 2019 and 2018 we incurred R&D expenses of approximately

$75.2 million and $83.3 million, respectively.

We expect to continue to spend significant amounts on our growth strategy.

that our current cash and cash equivalents will enable us to continue to fund operations in the normal course of business for at

least the next 12 months.

Until such time, if ever, as we can generate a sufficient amount of product revenue and achieve profitability,

we expect to seek to finance potential cash needs.

Our ability to obtain additional funding when needed, changes to our operating

plans, our existing and anticipated working capital needs, the acceleration or modification of our planned R&D activities,

expenditures, acquisitions and growth strategy, increased expenses or other events may affect our need for additional capital in

the future and require us to seek additional funding sooner or on different terms than anticipated.

In addition, if we are unable

to raise additional capital when needed, we might have to delay, curtail or eliminate one or more of our R&D programs and commercialization

efforts and potentially change our growth strategy.

Raising additional funds by issuing

securities or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations

or require us to relinquish proprietary rights.

To the extent that we raise additional

capital by issuing common stock (or preferred stock that is convertible into common stock), the share ownership of existing stockholders

will be diluted.

Any future debt financings may involve covenants that restrict our operations, including limitations on our ability

to incur liens or additional debt, pay dividends, redeem our stock, make certain financial commitments and engage in certain merger,

consolidation or asset sale transactions, among other restrictions.

In addition, if we raise additional funds through licensing

or sublicensing arrangements, it may be necessary to relinquish potentially valuable rights to our product candidates or grant

licenses on terms that are not favorable to us.

Future revenue based on sales of our

dermatology products, especially Ximino, Targadox and Exelderm, may be lower than expected or lower than in previous periods.

The vast majority of our operating income

for the foreseeable future is expected to come from the sale of dermatology products through our partner company Journey Medical

Any setback that may occur with respect to such products, in particular Ximino, Targadox and Exelderm, could significantly

impair our operating results and/or reduce our revenue and the market prices of our Securities.

Setbacks for such products could

include, but are not necessarily limited to, problems with shipping, distribution, demand, manufacturing, product safety, marketing,

government regulation or reimbursement, licenses and approvals, intellectual property rights, competition with existing or new

products, physician or patient acceptance of the products, as well as higher than expected total rebates, returns or recalls.

products also are or may become subject to third party generic competition.

We will continue to incur significant

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to

new compliance initiatives.

Also, if we fail to maintain proper and effective internal control over financial reporting in the

future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results,

investors’

views of us and, as a result, the value of our Securities.

As a public company, we incur significant

legal, accounting and other expenses under the Sarbanes-Oxley Act (“SOX”), as well as rules subsequently implemented

by the SEC, and the rules of the Nasdaq Stock Exchange.

These rules impose various requirements on public companies,

including requiring establishment and maintenance of effective disclosure and financial controls and appropriate corporate governance

Our management and other personnel have devoted and will continue to devote a substantial amount of time to these compliance

Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities

more time-consuming and costly.

For example, these rules and regulations make it more difficult and more expensive for us

to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur

substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and

retain qualified persons to serve on our board of directors, our board committees or as executive officers.

SOX requires, among other things, that

we maintain effective internal controls for financial reporting and disclosure controls and procedures.

As a result, we are required

to periodically perform an evaluation of our internal controls over financial reporting to allow management to report on the effectiveness

of those controls, as required by Section 404 of SOX.

Additionally, our independent auditors are required to perform a

similar evaluation and report on the effectiveness of our internal controls over financial reporting.

These efforts to comply with

Section 404 and related regulations have required, and continue to require, the commitment of significant financial and managerial

While we anticipate maintaining the integrity of our internal controls over financial reporting and all other aspects

of Section 404, we cannot be certain that a material weakness will not be identified when we test the effectiveness of our

control systems in the future.

If a material weakness is identified, we could be subject to sanctions or investigations by the

SEC or other regulatory authorities, which would require additional financial and management resources, costly litigation or a

loss of public confidence in our internal controls, which could have an adverse effect on the market price of our stock.

Our ability to use our pre-change NOLs

and other pre-change tax attributes to offset post-change taxable income or taxes may be subject to limitation.

We may, from time to time, carry net operating

loss carryforwards (“NOLs”) as deferred tax assets on our balance sheet.

Under Sections 382 and 383 of the Internal

Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change”

(generally defined as a greater

than 50-percentage- point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year

period), the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change

taxable income or taxes may be limited.

We may experience ownership changes in the future as a result of shifts in our stock ownership,

some of which changes are outside our control.

As a result, our ability to use our pre-change NOLs and other pre-change tax attributes

to offset post-change taxable income or taxes may be subject to limitation.

Risks Associated with our Capital

Some of our executives, directors and

principal stockholders can control our direction and policies, and their interests may be adverse to the interests of our other

stockholders.

At December 31, 2019, Lindsay A.

our Chairman, President and Chief Executive Officer, beneficially owned 11.6% of our issued and outstanding capital stock.

At December 31, 2019, Michael S.

Weiss, our Executive Vice Chairman, Strategic Development, beneficially owned 12.7% of our

issued and outstanding capital stock.

By virtue of their holdings and membership on our Board of Directors, Dr.

Weiss may individually influence our management and our affairs and may make it difficult for us to consummate corporate

transactions such as mergers, consolidations or the sale of all or substantially all of our assets that may be favorable from our

standpoint or that of our other stockholders.

The market price of our securities may

be volatile and may fluctuate in a way that is disproportionate to our operating performance.

The stock prices of our securities may

experience substantial volatility as a result of a number of factors, including, but not necessarily limited to:

The cap on the federal share is commonly referred to as a “block grant.” Importantly, the HAO allows states to set formularies that align with Essential Health Benefit requirements while still requiring manufacturers to participate in the Medicaid Rebate Program.

Depending on utilization of the HAO by states, it could impact the industry – especially if states elect to use a formulary.

● On December 2, 2020, the Centers for Medicare & Medicaid Services (“CMS”) issued a final rule entitled, Modernizing and Clarifying the Physician Self-Referral Regulations and on the same day the HHS Office of Inspector General finalized a similar rule, entitled Revisions to Safe Harbors Under the Anti-Kickback Statute, and Civil Monetary penalty Rules Regarding Beneficiary Inducements.

The rules are an effort to reform regulations dealing with anti-kickback and self-referral laws.

These rules allow certain financial arrangements that would otherwise violate anti-kickback and self-referral laws for providers that are participating in value-based payment arrangements.

The rule could impact drug purchasing behavior to ensure providers are within their budget and/or restructure existing payment structures between providers and manufacturers.

As with any change in the Executive Office, and particularly with respect to changes from a Republican Administration under former President Trump to a Democratic Administration under President Biden, we expect there to be significant changes to existing rules, regulations and policies, the enactment of new Executive Orders and other immediate or iterative political, legislative and administrative changes, affecting the pharmaceutical industry.

We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States, or based on similar governmental changes in other countries.

Our current and future relationships with customers and third-party payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, health information privacy and security and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

Healthcare providers, physicians and third-party payors in the U.S.

and elsewhere will play a primary role in the recommendation and prescription of any product candidates for which we obtain marketing approval.

Our future arrangements with third-party payors and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, which may constrain the business or financial arrangements and relationships through which we sell, market and distribute any product candidates for which we obtain marketing approval.

In addition, we may be subject to transparency laws and patient privacy regulation by the federal and state governments and by governments in foreign jurisdictions in which we conduct our business.

The applicable federal, state and foreign healthcare laws and regulations that may affect our ability to operate include, but are not necessarily limited to:

● the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs, such as Medicare and Medicaid;

● federal civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

● HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose obligations on covered healthcare providers, health plans, and healthcare clearinghouses, as well as their business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

● the federal Open Payments program, which requires manufacturers of certain drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to “payments or other transfers of value” made to “covered recipients,” which include physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals) and applicable manufacturers.

Applicable group purchasing organizations also are required to report annually to CMS the ownership and investment interests held by the physicians and their immediate family members.

Data collection began on August 1, 2013 with requirements for manufacturers to submit reports to CMS by March 31, 2014 and 90 days after the end of each subsequent calendar year.

Disclosure of such information was made by CMS on a publicly available website beginning in September 2014;

● analogous state and foreign 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;

state and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures;

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations may involve substantial costs.

It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations.

If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, including, without limitation, damages, fines, imprisonment, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, which could have a material adverse effect on our businesses.

If any of the physicians or other healthcare providers or entities with whom we expect to do business, including our collaborators, is found not to be in compliance with applicable laws, it may be subject to criminal, civil or administrative sanctions, including exclusions from participation in government healthcare programs, which could also materially affect our businesses.

As we continue to execute our growth strategy, we may be subject to further government regulation which could adversely affect our financial results, including without limitation the Investment Company Act of 1940.

If we engage in business combinations and other transactions that result in holding minority or non-control investment interests in a number of entities, we may become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

If we do become subject to the Investment Company Act, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs in the future.

General Risks

Major public health issues, and specifically the pandemic caused by the coronavirus COVID-19 outbreak, could have an adverse effect on the clinical trials of our partner companies, and as a result, have an adverse impact on our financial condition and results of operations and other aspects of our business.

In December 2019, a novel strain of coronavirus which causes a disease referred to as COVID-19, was first detected in Wuhan, China, and has since spread worldwide.

On March 11, 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak had evolved into a pandemic.

In response to the pandemic, many governments around the world are implementing a variety of control measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption of financial markets.

The extent to which the COVID-19 pandemic impacts our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning the virus and the actions to contain it or treat its impact, among others.

Some factors from the COVID-19 outbreak that may delay or otherwise adversely affect our or our partner companies’ clinical trial programs, as well as adversely impact our business generally, include:

● delays or difficulties in clinical site initiation, including difficulties in recruiting clinical sites, and delays enrolling patients in our clinical trials or increased rates of patients withdrawing from our clinical trials following enrollment as a result of contracting COVID-19, being forced to quarantine, or not otherwise being able to complete study assessments, particularly for older patients or others with a higher risk of contracting COVID-19;

● missed study visits or study procedures which could lead to an abundance of protocol deviations that have the potential to interfere with the interpretability of trial results;

● impacts to clinical results, including an increased number of observed adverse events, as a result of participants enrolled in our clinical trials contracting COVID-19;

● diversion of healthcare resources, including clinical trial investigators and staff, away from the conduct of clinical trials to focus on pandemic concerns which could result in delays to our partner companies’ clinical trials;

● limitations on travel, including limitations on domestic and international travel, and government-imposed quarantines or restrictions imposed by key third parties that could interrupt key trial activities, such as clinical trial site initiations and monitoring;

● interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, or production slowdowns or stoppages;

● disruptions and delays caused by potential workplace, laboratory and office closures and an increased reliance on employees working from home across the healthcare system;

● disruptions in or delays to regulatory approvals, inspections, reviews or other regulatory activities, including review of NDAs and approvals of protocol changes or amendments to SPAs, as a result of the spread of COVID-19 affecting the operations of the FDA or other regulatory authorities.

The disruptions discussed above and other consequences of COVID-19 pandemic could result in missed study visits or study procedures in our clinical trials, which could lead to an abundance of protocol deviations that impact the interpretability of the trial results.

A significant number of deviations may call into question whether the execution of a clinical trial was consistent with the protocol, which is of particular importance where study designs were agreed to as part of a Special Protocol Assessment (SPA).

In extreme cases, significant deviations from the protocol may be considered a violation of a SPA and result in potential rescindment of a SPA agreement.

We and our partner companies currently rely on third parties for certain functions or services in support of our clinical trials and key areas of our operations.

These third parties include contract research organizations (CROs), medical institutions and clinical investigators, contract manufacturing organizations, suppliers, and external business partners supporting our preparations for commercialization.

If these third parties themselves are adversely impacted by restrictions resulting from the COVID-19 outbreak, we will likely experience delays and/or realize additional costs.

As a result, our or our partner companies’ efforts to obtain regulatory approvals for, and to commercialize, our or our partner companies’ product candidates may be delayed or disrupted.

In addition, as a result of government directives on social distancing and to protect the health of our workforce, we have asked our office-based employees to work remotely and have restricted domestic and international travel indefinitely.

We restricted on-site staff to only those personnel and contractors who must perform essential activities that must be completed on-site.

Third parties on which we rely may also increase their use of remote working arrangements in response to COVID-19.

Our increased reliance on personnel working remotely may negatively impact productivity, including our ability to monitor clinical trials, prepare regulatory applications, and conduct data analysis, or disrupt, delay, or otherwise adversely impact our business.

In addition, remote working could increase our cybersecurity risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations or delay necessary interactions with local and federal regulators, ethics committees, manufacturing sites, research or clinical trial sites and other important agencies and contractors.

The ability of the Company’s employees and consultants to work may be significantly impacted by the coronavirus.

The Company’s employees and consultants are being affected by the COVID-19 pandemic.

Substantially all of our office and management personnel are working remotely, and the Company may need to enact further precautionary measures to help minimize the risk of our employees being exposed to the coronavirus.

COVID-19 may also compromise the ability of independent contractors who perform consulting services for us to deliver services or deliverables in a satisfactory or timely manner.

Further, our management team is focused on mitigating the adverse effects of the COVID-19 pandemic, which has required and will continue to require a large investment of time and resources, thereby diverting their attention from other priorities that existed prior to the outbreak of the pandemic.

If these conditions worsen, or last for an extended period of time, the Company’s ability to manage its business may be impaired, and operational risks, cybersecurity risks and other risks facing the Company even prior to the pandemic may be elevated.

We may not be able to hire or retain key officers or employees needed to implement our business strategy and develop products and businesses.

Our success depends on the continued contributions of our executive officers, financial, scientific, and technical personnel and consultants, and on our ability to attract additional personnel as we continue to implement growth strategies and acquire and invest in companies with varied businesses.

During our operating history, many essential responsibilities have been assigned to a relatively small number of individuals.

However, as we continue to implement our growth strategy, the demands on our key employees will expand, and we will need to recruit additional qualified employees.

The competition for such qualified personnel is intense, and the loss of services of certain key personnel, or our inability to attract additional personnel to fill critical positions, could adversely affect our business.

We currently depend heavily upon the efforts and abilities of our management team and the management teams of our partners.

The loss or unavailability of the services of any of these individuals could have a material adverse effect on our business, prospects, financial condition and results.

In addition, we have not obtained, do not own, and are not the beneficiary of key-person life insurance for any of our key personnel.

We only maintain a limited amount of directors’ and officers’ liability insurance coverage.

There can be no assurance that this coverage will be sufficient to cover the costs of the events that may occur, in which case, there could be a substantial impact on our ability to continue operations.

Our employees, consultants, or third-party partners may engage in misconduct or other improper activities, including but not necessarily limited to noncompliance with regulatory standards and requirements or internal procedures, policies or agreements to which such employees, consultants and partners are subject, any of which could have a material adverse effect on our business.

We are exposed to the risk of employee fraud or other misconduct.

Misconduct by employees, consultants, or third-party partners could include intentional failures to comply with FDA regulations, provide accurate information to the FDA, comply with CGMPs, comply with federal and state healthcare fraud and abuse laws and regulations, report financial information or data accurately, comply with internal procedures, policies or agreements to which such employees, consultants or partners are subject, or disclose unauthorized activities to us.

In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices.

These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements.

Employee, consultant, or third-party misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation, as well as civil and criminal liability.

The precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations.

If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant fines or other civil and/or criminal sanctions.

We receive a large amount of proprietary information from potential or existing licensors of intellectual property and potential acquisition target companies, all pursuant to confidentiality agreements.

The confidentiality and proprietary invention assignment agreements that we have in place with each of our employees and consultants prohibit the unauthorized disclosure of such information, but such employees or consultants may nonetheless disclose such information through negligence or willful misconduct.

Any such unauthorized disclosures could subject us to monetary damages and/or injunctive or equitable relief.

The notes, analyses and memoranda that we have generated based on such information are also valuable to our businesses, and the unauthorized disclosure or misappropriation of such materials by our employees and consultants could significantly harm our strategic initiatives – especially if such disclosures are made to our competitor companies.

We may be subject to claims that our employees and/or consultants have wrongfully used or disclosed to us alleged trade secrets of their former employers or other clients.

As is common in the biopharmaceutical industry, we rely on employees and consultants to assist in the development of product candidates, many of whom were previously employed at, or may have previously been or are currently providing consulting services to, other biopharmaceutical companies, including our competitors or potential competitors.

We may become subject to claims related to whether these individuals have inadvertently or otherwise used, disclosed or misappropriated trade secrets or other proprietary information of their former employers or their former or current clients.

Litigation may be necessary to defend against these claims.

Even if we are successful in defending these claims, litigation could result in substantial costs and be a distraction to management and/or the employees or consultants that are implicated.

The market price of our securities may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

The stock prices of our securities may experience substantial volatility as a result of a number of factors, including, but not necessarily limited to:

● announcements we make regarding our current product candidates, acquisition of potential new product candidates and companies and/or in-licensing through multiple partners/affiliates;

9 unchanged sentences

● variations in our anticipated or actual operating results;

change in securities analysts’

estimates of our performance, or our failure to meet analysts’

expectations.

● change in securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations.

Many of these factors are beyond our control.

The stock markets in general, and the market for pharmaceutical and biotechnological companies in particular, have historically

experienced extreme price and volume fluctuations.

These fluctuations often have been unrelated or disproportionate to the operating

performance of these companies.

These broad market and industry factors could reduce the market prices of our securities, regardless

of our actual operating performance.

Sales of a substantial number of shares

of our Common Stock, or the perception that such sales may occur, may adversely impact the price of our Common Stock.

Almost all of the 78.7 million outstanding

shares of our Common Stock, inclusive of outstanding equity awards, as of December 31, 2019 are available for sale in the

public market, either pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),

or an effective registration statement.

In addition, pursuant to our current shelf registration statement on Form S-3, from

time to time we may issue and sell shares of our Common Stock or Preferred Stock having an aggregate offering price of up to $38.3

million as of December 31, 2019.

Any sale of a substantial number of shares of our Common Stock or our Preferred Stock could

cause a drop in the trading price of our Common Stock or Preferred Stock on the Nasdaq Stock Market.

We have never paid and currently do

not intend to pay cash dividends in the near future, except for the dividend we pay on our Preferred A shares.

As a result, capital

appreciation, if any, will be the sole source of gain for our Common Stockholders.

We have never paid cash dividends on our

Common Stock, or made stock dividends, except for the dividend we pay on shares of our Series A Preferred Stock, and we currently

intend to retain future earnings, if any, to fund the development and growth of our businesses, and retain our stock positions.

The stock markets in general, and the market for pharmaceutical and biotechnological companies in particular, have historically experienced extreme price and volume fluctuations.

These fluctuations often have been unrelated or disproportionate to the operating performance of these companies.

These broad market and industry factors could reduce the market prices of our securities, regardless of our actual operating performance.

Sales of a substantial number of shares of our Common Stock, or the perception that such sales may occur, may adversely impact the price of our Common Stock.

Almost all of the 100.8 million outstanding shares of our Common Stock, inclusive of outstanding equity awards, as of December 31, 2020 are available for sale in the public market, either pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or an effective registration statement.

In addition, pursuant to our current shelf registration statement on Form S-3, from time to time we may issue and sell shares of our Common Stock or Preferred Stock having an aggregate offering price of up to $26.7 million as of December 31, 2020.

Any sale of a substantial number of shares of our Common Stock or our Preferred Stock could cause a drop in the trading price of our Common Stock or Preferred Stock on the Nasdaq Stock Market.

We may not be able to manage our anticipated growth, which may in turn adversely impact our business.

We will need to continue to expend capital on improving our infrastructure to address our anticipated growth.

Acquisitions of companies or products could place a strain on our management, and administrative, operational and financial systems.

In addition, we may need to hire, train, and manage more employees, focusing on their integration with us and corporate culture.

Integration and management issues associated with increased acquisitions may require a disproportionate amount of our management’s time and attention and distract our management from other activities related to running our business.

A catastrophic disaster could damage our facilities beyond insurance limits or cause us to lose key data, which could cause us to curtail or cease operations.

We are vulnerable to damage and/or loss of vital data from natural disasters, such as earthquakes, tornadoes, power loss, fire, health epidemics and pandemics, floods and similar events, as well as from accidental loss or destruction.

If any disaster were to occur, our ability to operate our businesses could be seriously impaired.

We have property, liability and business interruption insurance that may not be adequate to cover losses resulting from disasters or other similar significant business interruptions, and we do not plan to purchase additional insurance to cover such losses due to the cost of obtaining such coverage.

Any significant losses that are not recoverable under our insurance policies could seriously impair our business, financial condition and prospects.

Any of the aforementioned circumstances, including without limitation the COVID-19 virus, may also impede our employees’ and consultants’ abilities to provide services in-person and/or in a timely manner;

hinder our ability to raise funds to finance our operations on favorable terms or at all;

and trigger effectiveness of “force majeure” clauses under agreements with respect to which we receive goods and services, or under which we are obligated to achieve developmental milestones on certain timeframes.

Disputes with third parties over the applicability of such “force majeure” clauses, or the enforceability of developmental milestones and related extension mechanisms in light of such business interruptions, may arise and may become expensive and time-consuming.

Our ability to use our pre-change NOLs and other pre-change tax attributes to offset post-change taxable income or taxes may be subject to limitation.

We may, from time to time, carry net operating loss carryforwards (“NOLs”) as deferred tax assets on our balance sheet.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50-percentage- point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period), the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change taxable income or taxes may be limited.

We may experience ownership changes in the future as a result of shifts in our stock ownership, some of which changes are outside our control.

As a result, our ability to use our pre-change NOLs and other pre-change tax attributes to offset post-change taxable income or taxes may be subject to limitation.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.

We, and/or third parties on our behalf, may use hazardous materials, including chemicals and biological agents and compounds that could be dangerous to human health and safety or the environment.

Our operations may also produce hazardous waste products.

Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our product development efforts.

In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes.

We do not carry specific biological or hazardous waste insurance coverage, and our property and casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination.

Accordingly, in the event of contamination or injury, we could be held liable for damages or penalized with fines in an amount exceeding our respective resources, and clinical trials or regulatory approvals could be suspended.

Although we maintain workers’ compensation insurance to cover costs and expenses incurred due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities.

We do not maintain insurance for environmental liability or toxic tort claims that may be asserted in connection with the storage or disposal of biological or hazardous materials.

In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations.

These current or future laws and regulations may impair our research, development or production efforts.

Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

We have never paid and currently do not intend to pay cash dividends in the near future, except for the dividend we pay on our Series A Preferred Stock.

As a result, capital appreciation, if any, will be the sole source of gain for our Common Stockholders.

We have never paid cash dividends on our Common Stock, or made stock dividends, except for the dividend we pay on shares of our Series A Preferred Stock, and we currently intend to retain future earnings, if any, to fund the development and growth of our businesses, and retain our stock positions.

In addition, the terms of existing and future debt agreements may preclude us from paying cash or stock dividends.

Equally, each

of our partners is governed by its own board of directors with individual governance and decision-making regimes and mandates to

oversee such entities in accordance with their respective fiduciary duties.

As a result, we alone cannot determine the acts that

could maximize value to you of such partners in which we maintain ownership positions, such as declaring cash or stock dividends.

As a result, capital appreciation, if any, of our Common Stock will be the sole source of gain for our Common Stockholders for

the foreseeable future.

Provisions in our certificate of incorporation,

our bylaws and Delaware law might discourage, delay or prevent a change in control of our Company or changes in our management

and, therefore, depress the trading price of our Common Stock or other Securities.

Provisions of our certificate of incorporation,

our bylaws and Delaware law may have the effect of deterring unsolicited takeovers and/or delaying or preventing a change in control

of our Company or changes in our management, including transactions in which our stockholders might otherwise receive a premium

for their shares over then-current market prices.

In addition, these provisions may limit the ability of stockholders to approve

transactions that they may deem to be in their best interests.

Equally, each of our partners is governed by its own board of directors with individual governance and decision-making regimes and mandates to oversee such entities in accordance with their respective fiduciary duties.

As a result, we alone cannot determine the acts that could maximize value to you of such partners in which we maintain ownership positions, such as declaring cash or stock dividends.

As a result, capital appreciation, if any, of our Common Stock will be the sole source of gain for our Common Stockholders for the foreseeable future.

Changes in funding for the FDA and other government agencies could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new products and services from being developed or commercialized in a timely manner, which could negatively impact our business or the business of our partners.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel, ability to accept the payment of user fees, and statutory, regulatory, and policy changes.

Average review times at the agency have fluctuated in recent years as a result.

In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business or the business of our partners.

For example, over the last several years, including for 35 days beginning on December 22, 2018, the U.S.

government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough nonessential FDA employees and stop routine activities.

If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

If the timing of FDA’s review and approval of new products is delayed, the timing of our or our partners’ development process may be delayed, which could result in delayed milestone revenues and materially harm our operations or business.

The COVID-19 pandemic has caused considerable disruptions at FDA, namely with respect to diverting FDA’s attention and resources to facilitate vaccine development and ensure rapid review and emergency use authorization of vaccines intended to prevent COVID-19.

Back in March, Dr.

Janet Woodcock, the Director of FDA’s Center for Drug Evaluation and Research, temporarily stepped away from her role to focus on the therapeutic aspects of Operation Warp Speed, a major reorganization intended to better align FDA’s activities with the national effort to develop COVID-19 countermeasures.

Woodcock later named Acting Commissioner of FDA on January 20, 2021.

These changes to leadership, enhanced focus on COVID-19 countermeasures, and the reorganization and rededication or critical resources, both at FDA and within similar governmental authorities across the world, are likely to impact the ability of new products and services from being developed or commercialized in a timely manner.

We will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

Also, if we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, investors’ views of us and, as a result, the value of our Securities.

As a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act (“SOX”), as well as rules subsequently implemented by the SEC, and the rules of the Nasdaq Stock Exchange.

These rules impose various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and appropriate corporate governance practices.

Our management and other personnel have devoted and will continue to devote a substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.

For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

SOX requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures.

As a result, we are required to periodically perform an evaluation of our internal controls over financial reporting to allow management to report on the effectiveness of those controls, as required by Section 404 of SOX.

These efforts to comply with Section 404 and related regulations have required, and continue to require, the commitment of significant financial and managerial resources.

While we anticipate maintaining the integrity of our internal controls over financial reporting and all other aspects of Section 404, we cannot be certain that a material weakness will not be identified when we test the effectiveness of our control systems in the future.

If a material weakness is identified, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources, costly litigation or a loss of public confidence in our internal controls, which could have an adverse effect on the market price of our stock.

Provisions in our certificate of incorporation, our bylaws and Delaware law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the trading price of our Common Stock or other Securities.

Provisions of our certificate of incorporation, our bylaws and Delaware law may have the effect of deterring unsolicited takeovers and/or delaying or preventing a change in control of our Company or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then-current market prices.

In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

These provisions include:

1 unchanged sentence

● the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also known as a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our Board of Directors.

In addition, the Delaware General Corporation

Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally

a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period

of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination

is approved in a prescribed manner.

The existence of the foregoing provisions

and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common

They could also deter potential acquirers of our Company, thereby reducing the likelihood that you would receive a premium

for your ownership of our Securities through an acquisition.

In addition, the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock.

They could also deter potential acquirers of our Company, thereby reducing the likelihood that you would receive a premium for your ownership of our Securities through an acquisition.

Unresolved Staff Comments

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 1A. Risk Factors