−Removed: We are a clinical stage drug discovery, development and manufacturing company focused on deploying our proprietary integrated cell-free protein synthesis platform, XpressCF ®, and our site-specific conjugation platform, XpressCF+ ®TM , to create a broad variety of optimally designed, next-generation protein therapeutics, initially for cancer.
−Removed: We aim to design therapeutics using the most relevant and potent modalities, including cytokine-based therapeutics, immuno-oncology, or I/O agents, antibody-drug conjugates, or ADCs, immunostimulatory ADCs, or iADCs, and bispecific antibodies that are directed primarily against clinically validated targets where the current standard of care is suboptimal.
−Removed: We believe our platform allows us to accelerate the discovery and development of potential first-in-class and best-in-class molecules by enabling the rapid and systematic evaluation of protein structure-activity relationships to create optimized homogeneous product candidates.
−Removed: Our mission is to transform the lives of patients by using our XpressCF ® platform to create medicines with improved therapeutic profiles for areas of unmet need.
−Removed: Our two most advanced product candidates are wholly owned:
−Removed: STRO-002, an ADC directed against folate receptor-alpha, or FolRα, for patients with FolRα-expressing cancers, such as ovarian and endometrial cancers, and STRO-001, an ADC directed against CD74, for patients with B-cell malignancies, such as multiple myeloma and non-Hodgkin lymphoma, or NHL.
−Removed: In March 2019, STRO-002 began enrolling patients in a Phase 1 trial focused on ovarian and endometrial cancers.
−Removed: The dose escalation portion of the STRO-002 Phase 1 trial has been completed and the dose expansion portion of the trial is ongoing to assess the efficacy, safety and tolerability of STRO-002 at dose levels of 4.3 and 5.2 mg/kg .
−Removed: In May 2021, we reported data from the dose-escalation cohort.
−Removed: Based on such reported data, STRO-002 exhibited a manageable safety profile and promising preliminary efficacy data, as discussed in more detail below.
−Removed: In January 2022, we released initial results of the dose expansion portion of the STRO-002 Phase 1 trial.
−Removed: These data suggested that STRO-002 exhibited a manageable safety profile together with promising preliminary efficacy data in the tested patient population, as discussed in more detail below.
−Removed: In August 2021, we were granted Fast Track designation for STRO-002 by the U.S.
+Added: We are a clinical-stage oncology company developing site-specific and novel-format antibody drug conjugates, or ADCs, enabled by our proprietary integrated cell-free protein synthesis platform, XpressCF ® , and our site-specific conjugation platform, XpressCF+ ® .
+Added: We aim to design and develop therapeutics using the most relevant and potent modalities, including ADCs, bispecific ADCs, immunostimulatory ADCs, or iADCs, dual conjugate ADCs, or ADC 2 s, and cytokine derivatives.
+Added: Our molecules are directed primarily against clinically validated targets where the current standard of care is suboptimal.
+Added: We believe that our platform allows us to accelerate the discovery and development of potential first-in-class and/or best-in-class molecules by enabling the rapid and systematic evaluation of protein structure-activity relationships to create optimized homogeneous product candidates.
+Added: Our mission is to transform the lives of patients by creating medicines with improved therapeutic profiles for areas of unmet need.
+Added: Our most advanced product candidate is STRO-002, or luveltamab tazevibulin, or luvelta, an ADC directed against folate receptor-alpha, or FolRα, for patients with FolRα-expressing cancers, including ovarian cancer.
+Added: In 2019, we began enrolling patients in a Phase 1 trial of luvelta that focused on ovarian and endometrial cancers.
+Added: The dose escalation portion of the luvelta Phase 1 trial has been completed and the dose expansion portion of the trial to assess the efficacy, safety and tolerability of luvelta is ongoing.
+Added: In January 2023 we reported preliminary final results from the dose-expansion cohort.
+Added: The data from the dose-escalation and dose expansion cohorts suggested that luvelta exhibited a manageable safety profile together with promising preliminary efficacy data in the tested patient population, as discussed in detail below.
+Added: In August 2021, luvelta was granted Fast Track designation by the U.S.
Food and Drug Administration, or FDA, for the treatment of patients with platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer who have received one to three prior lines of systemic therapy.
−Removed: In December 2021, we entered into a licensing agreement with Tasly Biopharmaceuticals Co., Ltd, or Tasly, to grant Tasly an exclusive license to develop and commercialize STRO-002 in China, Hong Kong, Macau and Taiwan, referred to as Greater China (the “Tasly License Agreement”).
−Removed: Our second candidate, STRO-001, is currently enrolling patients in a Phase 1 trial, with updated data reported in December 2020, as discussed in more detail below.
−Removed: Based on such reported data, STRO-001 has been generally well-tolerated and, unlike certain other ADCs, no ocular toxicity signals have been observed, with no patients receiving prophylactic corticosteroid eye drops.
−Removed: Dose escalation in the STRO-001 Phase 1 trial is continuing, and the maximum tolerated dose has not yet been reached.
−Removed: In October 2018, we were granted Orphan Drug Designation by the FDA for STRO-001 for the treatment of multiple myeloma.
−Removed: In October 2021, we granted BioNova Pharmaceuticals Limited, or BioNova, an option to exclusively license the right to develop and commercialize STRO-001 in Greater China (the “BioNova Option Agreement”).
−Removed: Based on our proprietary XpressCF ® and XpressCF+ ®TM platforms, we have also entered into multi-target, product-focused collaborations with leaders in the field of oncology, including a cytokine derivatives collaboration with Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, or Merck;
−Removed: a B Cell Maturation Antigen, or BCMA, ADC collaboration with Celgene Corporation, or Celgene, a wholly owned subsidiary of Bristol-Myers Squibb Company, New York, NY, or BMS;
−Removed: a MUC1-EGFR ADC collaboration with Merck KGaA, Darmstadt Germany (operating in the United States and Canada under the name “EMD Serono”);
−Removed: and license agreement to develop and commercialize STRO-002 in Greater China with Tasly.
−Removed: Our XpressCF ® and XpressCF+ ®TM platforms have also supported a spin-out company, Vaxcyte Inc., or Vaxcyte, focused on discovery and development of vaccines for the treatment and prophylaxis of infectious disease.
+Added: In mid-2022, we discussed with the FDA appropriate trial designs for a registration-directed trial of luvelta to potentially support accelerated approval.
+Added: We expect to begin a registration-directed trial of luvelta for platinum-resistant ovarian cancer in the first half of 2023.
+Added: In addition, we have been offering compassionate use of luvelta to treat pediatric patients with relapsed/refractory CBFA2T3-GLIS2, or CBF/GLIS, acute myeloid leukemia, or AML, commonly known as RAM phenotype AML.
+Added: Compassionate use data showed anti-leukemic activity of luvelta in pediatric patients with relapsed/refractory CBF/GLIS AML and was presented at the 64th American Society of Hematology Annual Meeting and Exposition (ASH 2022) in December 2022.
+Added: The data showed that luvelta was well tolerated as a monotherapy agent and in combination with standard cancer therapies.
+Added: Luvelta was granted Orphan Drug Designation by the FDA in December 2022 in this pediatric patient population.
+Added: Our next most advanced product candidate is STRO-001, an ADC directed against CD74, for patients with B-cell malignancies, such as multiple myeloma and non-Hodgkin lymphoma, or NHL.
+Added: We have an ongoing Phase 1 trial of STRO-001 for the treatment of multiple myeloma and NHL.
+Added: STRO-001 has been granted Orphan Drug Designation by the FDA for the treatment of multiple myeloma.
+Added: Our most recent data update was provided in December 2020, as discussed in more detail below.
+Added: Based on such reported data, STRO-001 has been generally well-tolerated.
+Added: We have completed dose escalation in the STRO-001 Phase 1 trial following identification of the maximum tolerated dose.
+Added: In October 2021, we granted BioNova Pharmaceuticals Limited, or BioNova, an option to exclusively license the right to develop and commercialize STRO-001 in Greater China, or the BioNova Option Agreement.
+Added: In February 2023, BioNova announced that the first patient had been dosed in the Phase 1 clinical trial of STRO-001.
+Added: We also have a preclinical product candidate - STRO-003, which is a single homogeneous ADC directed against an anti-receptor tyrosine kinase-like orphan receptor 1, or ROR1, which we intend to develop for the treatment of solid tumors.
+Added: Preparations are underway for IND-enabling studies for STRO-003, which we expect will be completed in the first quarter of 2024.
+Added: Enabled through our proprietary XpressCF ® and XpressCF+ ® platforms, we have entered into multi-target, product-focused collaborations with leading pharmaceutical and biotechnology companies in the field of oncology, including an immunostimulatory antibody-drug conjugates collaboration with Astellas Pharma Inc., or Astellas, a cytokine derivatives collaboration with Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, or Merck;
+Added: a B Cell Maturation Antigen, or BCMA, ADC collaboration with Celgene Corporation, or Celgene, a
+Added: wholly owned subsidiary of Bristol Myers Squibb Company, New York, NY, or BMS;
+Added: a MUC1-EGFR ADC collaboration with Merck KGaA, Darmstadt Germany (operating in the United States and Canada under the name “EMD Serono”), or EMD Serono.
+Added: Our XpressCF ® and XpressCF+ ® platforms have also supported Vaxcyte, Inc., or Vaxcyte, focused on discovery and development of vaccines for the treatment and prophylaxis of infectious disease.
+Added: In the fourth quarter of 2022, Vaxcyte announced positive topline data from a Phase 1/2 clinical proof-of-concept study of its lead product candidate, VAX-24, its 24-valent pneumococcal conjugate vaccine candidate, under investigation for the prevention of invasive pneumococcal disease in adults aged 18-64.
+Added: Also in the fourth quarter of 2022, we entered into an agreement with Vaxcyte, granting it an option to access expanded rights to develop and manufacture cell-free extract for use in development and manufacture of its vaccine products, among certain other rights.
We believe our XpressCF ® platform is the first and only current Good Manufacturing Practices, or cGMP, compliant and scalable cell-free protein synthesis technology that has resulted in multiple product candidates in clinical development.
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We plan to leverage these capabilities to accelerate the discovery and development of potential first-in-class and best-in-class molecules.
−Removed: The benefits of our XpressCF ® and XpressCF+ ®TM platforms have resulted in collaborations with leaders in the field of oncology, including Merck, BMS and EMD Serono.
−Removed: As a result of discovery efforts enabled through our XpressCF ® and XpressCF+ ®TM platforms, Merck has the right to develop two cytokine derivative candidate molecules.
−Removed: Additionally, BMS has the worldwide right to develop and commercialize a novel ADC therapeutic directed against BCMA, known as CC-99712.
−Removed: An IND submission was filed in connection with CC-99712 in the first half of 2019.
−Removed: CC-99712 is being studied in a Phase 1 trial, as a monotherapy and in combination with a gamma secretase inhibitor, and is currently enrolling patients with relapsed and refractory multiple myeloma.
−Removed: In February 2021, CC-99712 was granted orphan drug designation for the treatment of relapsed and refractory multiple myeloma.
−Removed: Finally, our collaboration with EMD Serono yielded a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, for which an IND submission was filed in the second half of 2020 and which is currently under investigation in a Phase 1 trial for the treatment of solid tumors, including metastatic non-small cell lung cancer and esophageal squamous cell carcinoma.
+Added: The benefits of our XpressCF ® and XpressCF+ ® platforms have resulted in collaborations with leaders in the field of oncology, including Astellas, Merck, BMS and EMD Serono.
+Added: In 2022, we entered into a License and Collaboration Agreement with Astellas, for the development of immunostimulatory antibody-drug conjugates for up to three biological targets.
+Added: Our collaboration with Merck resulted in MK-1484, a selective IL-2 agonist that Merck is developing as a monotherapy and in combination with pembrolizumab for the treatment of solid tumors.
+Added: We announced the dosing of the first patient with MK-1484 in a Phase I study in the third quarter of 2022.
+Added: Our BMS collaboration yielded CC-99712, a novel ADC therapeutic directed against BCMA.
+Added: BMS is studying CC-99712 in a Phase 1 trial initiated in 2019, both as a monotherapy and in combination with a gamma secretase inhibitor, in patients with relapsed and refractory multiple myeloma.
+Added: CC-99712 has been granted orphan drug designation for the treatment of relapsed and refractory multiple myeloma.
+Added: Finally, our collaboration with EMD Serono yielded a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, for which an IND submission was filed in 2020.
+Added: Recently, EMD Serono decided to close the Phase 1a trial of M1231 in patients with solid tumors and not initiate a previously planned expansion study.
+Added: EMD Serono stated that the decision was based on strategic portfolio considerations.
Through December 31, 2022, we have received an aggregate of approximately $621 million in payments from all of our collaborations, which includes approximately $54 million in investments in our stock.
We intend to selectively enter into additional collaborations with partners who are seeking efficient and effective drug discovery, preclinical development and manufacturing capabilities for the creation of novel therapeutics.
−Removed: Our first internally developed product candidate is STRO-001, which we believe has the potential to be a first-in-class and best-in-class ADC directed against CD74, an antigen that is highly expressed in many B cell malignancies.
−Removed: In multiple preclinical models, STRO-001 has demonstrated potent anti-tumor activity.
−Removed: In addition, the properties of STRO-001 suggest a low likelihood of off-target toxicity and potential for an improved therapeutic index.
−Removed: STRO-001 is currently enrolling patients in a Phase 1 trial for multiple myeloma and NHL for which we reported updated data in December 2020.
−Removed: Based on such reported data, STRO-001 has been generally well-tolerated and no ocular toxicity signals have been observed, with no patients receiving prophylactic corticosteroid eye drops.
−Removed: Dose escalation in the STRO-001 Phase 1 trial is continuing, and the maximum tolerated dose has not yet been reached.
−Removed: We expect to identify a recommended Phase 2 dose for STRO-001 by the end of 2022.
+Added: As discussed above, we are developing luvelta for the treatment of ovarian and endometrial cancers.
+Added: In addition to the development discussed above, an expansion cohort assessing the effects of administration of prophylactic pegfilgrastim in combination with luvelta opened for enrollment in the second quarter of 2022;
+Added: interim results from this cohort were presented in January 2023.
+Added: Other studies ongoing for luvelta include a trial assessing the combination of luvelta with bevacizumab for treatment of ovarian cancer and an expansion cohort for FolRα-selected endometrial cancer that opened for enrollment in the fourth quarter of 2021.
+Added: Additionally, luvelta was provided to pediatric patients with CBF/GLIS AML on a compassionate use basis.
+Added: Translational work is also ongoing to support an investigational new drug, or IND, application for the initiation of a non-small cell lung cancer study, for which submission is planned in 2023.
+Added: In December 2021, we entered into the Tasly License Agreement, as amended in April 2022, to develop and commercialize luvelta in the Greater China territory.
+Added: We believe that our collaboration with Tasly extends the opportunity to realize the potential value of luvelta through clinical development and commercialization in Greater China.
+Added: We have also been internally developing STRO-001, which we believe has the potential to be a first-in-class and best-in-class ADC directed against CD74, an antigen that is highly expressed in many B cell malignancies.
+Added: We have completed enrollment for STRO-001 dose escalation in a Phase 1 trial for multiple myeloma and NHL.
+Added: STRO-001 has been generally well-tolerated and no ocular toxicity signals have been observed, with no patients receiving prophylactic corticosteroid eye drops.
+Added: The maximum tolerated dose of STRO-001 has been identified.
In October 2021, we entered into the BioNova Option Agreement.
We believe that our collaboration with BioNova extends the opportunity to realize the potential value of STRO-001 through clinical development and commercialization in Greater China.
−Removed: We are also internally developing STRO-002, an ADC directed against FolRα, initially targeted for the treatment of ovarian and endometrial cancers.
−Removed: Our experiments show that FolRα
−Removed: expression can be detected in 90% or more of ovarian and endometrial cancers.
−Removed: In preclinical models, STRO-002 has demonstrated the potential for enhanced and selective activity against cells expressing FolRα, superior inhibition of tumor growth and greater linker stability, in comparison to experiments we conducted with a benchmark FolRα-targeting molecule.
−Removed: We began enrolling patients in a STRO-002 Phase 1 trial focused on ovarian and endometrial cancers in March 2019.
−Removed: We have completed the dose-escalation portion of the trial and reported updated data for STRO-002 in May 2021.
−Removed: The dose-expansion portion of the trial has been fully enrolled and is ongoing to assess the efficacy, safety and tolerability of STRO-002 at dose levels of 4.3 and 5.2 mg/kg.
−Removed: For the dose-expansion portion, we dosed the first patient in January 2021 and are enrolling less heavily pre-treated ovarian cancer patients.
−Removed: We reported initial dose-expansion data in January 2022.
−Removed: Additionally, a STRO-002 combination cohort in ovarian cancer opened for enrollment in December 2021, assessing the combination of STRO-002 with bevacizumab, and an expansion cohort for FolR α
−Removed: -selected endometrial cancer opened and began enrolling patients in the fourth quarter of 2021.
−Removed: In December 2021, we entered into the Tasly License Agreement.
−Removed: We believe that our collaboration with Tasly extends the opportunity to realize the potential value of STRO-002 through clinical development and commercialization in Greater China.
−Removed: Although we believe our product candidates have the potential to be first-in-class and/or best-in-class and to provide potent anti-tumor activity with reduced off-target toxicity, we will need to complete additional studies to determine the safety and efficacy of our product candidates.
−Removed: The results of these future studies may be different than the results of our earlier studies.
−Removed: We have not received regulatory approval for any of our product candidates, and in order to obtain regulatory approval and commercialize our product candidates, the FDA or foreign regulatory agencies will need to determine that our product candidates are safe and effective.
−Removed: We may not obtain regulatory approval on the timeline we currently expect, or at all, and competing therapies and products may ultimately reach the market faster or have more favorable safety and efficacy profiles than our product candidates.
−Removed: Beyond these wholly owned programs and collaborations, we are developing a broader pipeline of next-generation protein therapeutics using our XpressCF ® and XpressCF+ ®TM platforms.
+Added: In February 2023, BioNova announced that the first patient had been dosed in the Phase 1 clinical trial of STRO-001 in which BioNova will conduct further dose optimization.
+Added: We are also developing STRO-003, which we believe has the potential to be a first-in-class and best-in-class ADC targeting ROR1.
+Added: Preclinical data suggest that STRO-003 has potent antitumor activity and potential for a differentiated safety profile.
+Added: Preparations are underway for IND-enabling studies for STRO-003, which we expect will be completed in the first quarter of 2024.
+Added: Beyond these programs and collaborations, we are developing a broader pipeline of next-generation protein therapeutics using our XpressCF ® and XpressCF+ ® platforms.
Our protein engineering and chemistry efforts are focused on maximizing therapeutic indices, and our technology allows us to rapidly test our therapeutic hypothesis in significantly more product candidates than conventional protein synthesis allows in order to identify the best molecule to advance to the clinic.
−Removed: Our drug discovery teams are exploring novel immuno-oncology therapies, including cytokine-based therapies.
−Removed: We are also actively pursuing the discovery and development of other novel ADCs, including tumor targeting immunostimulant-ADCs, or iADCs and bispecific antibodies, including T cell-engager discovery programs.
+Added: We are also actively pursuing the discovery and development of other novel ADCs, including iADCs, bispecific ADCs, and ADC 2 s.
Our goal is to use our proprietary XpressCF ® platform to create product candidates primarily against clinically validated targets.
Key elements of our strategy are to:
−Removed: Advance STRO-001 and STRO-002 through clinical development.
−Removed: We are currently evaluating STRO-001 in a Phase 1 trial for patients with advanced and/or refractory multiple myeloma and NHL.
−Removed: Based on our preclinical data, we believe STRO-001 has the potential to be a first-in-class and best-in-class ADC directed against CD74, which is highly expressed in many B cell malignancies.
−Removed: We reported updated data in December 2020, expect to establish a recommended Phase 2 dose in 2022, and thereafter may begin the dose expansion portion of the Phase 1 trial.
−Removed: In October 2018, we were granted Orphan Drug Designation by the FDA for STRO-001 for the treatment of multiple myeloma.
−Removed: In October 2021, we entered into the BioNova Option Agreement for STRO-001 in Greater China.
−Removed: We began enrolling patients in a STRO-002 Phase 1 trial focused on ovarian and endometrial cancers in March 2019 and dosed the first patient in the dose expansion portion of the Phase 1 trial in January 2021, enrolling less heavily pre-treated ovarian cancer patients.
−Removed: We reported updated dose-escalation data in December 2020 and May 2021 and reported initial dose-expansion data in January 2022.
−Removed: In December 2021, we entered into the Tasly License Agreement for STRO-002 in Greater China.
+Added: Advance luvelta through clinical development.
+Added: We began enrolling patients in a luvelta Phase 1 trial focused on advanced ovarian and endometrial cancers in March 2019 and dosed the first patient in the dose expansion portion of the Phase 1 trial in January 2021.
+Added: We reported updated dose-escalation data in December 2020 and May 2021 and reported dose-expansion data in January 2022 and January 2023.
+Added: In December 2022, we announced that data was presented resulting from compassionate use of luvelta in pediatric patients with relapsed/refractory CBF/GLIS AML.
Given that FolRα
−Removed: is a clinically validated target for ovarian cancer, along with STRO-002’s homogeneous design, we believe it
−Removed: has the potential to be a best-in-class FolRα-targeted ADC and provide greater activity, stability and safety as compared to other investigational agents in development.
−Removed: Maintain worldwide rights to our core product candidates to the extent possible and collaborate with partners to develop and commercialize our core product candidates in certain territories.
−Removed: We own the worldwide commercial rights to our most advanced product candidates, STRO-001 and STRO-002, except for the rights granted to BioNova and Tasly, respectively, in certain territories.
+Added: is a clinically validated target for ovarian cancer, along with luvelta’s homogeneous design, we believe it has the potential to be a best-in-class FolRα-targeted ADC and provide benefit to a broader patient population, as well as potentially greater activity, stability and safety as compared to other investigational agents in development.
+Added: Maintain worldwide rights or, where appropriate, U.S.
+Added: rights to our core product candidates to the extent possible and collaborate with partners to develop or co-develop and commercialize or co-commercialize our core product candidates in certain territories.
We have assembled a management team with extensive experience in the biopharmaceutical industry, including drug discovery and development through commercialization, and our plan is to independently pursue the development and commercialization of our product candidates.
−Removed: As we continue to advance our products, we may opportunistically pursue additional strategic partnerships that maximize the value of our pipeline.
+Added: As we continue to advance our products, we may opportunistically pursue additional strategic partnerships that maximize the value of our pipeline, including relationships to potentially co-develop and co-commercialize one or more of our product candidates.
Develop a diverse pipeline of novel product candidates with optimal therapeutic profiles.
1 unchanged sentence
Our cell-free-based protein synthesis system enables the rapid and systematic evaluation of protein structure-activity relationships, which we believe will accelerate the discovery and development of molecules.
−Removed: We aim to take advantage of the most potent modalities, including cytokines, ADCs, iADCs and bispecific antibodies, to create drugs that are directed primarily against clinically validated targets where the current standard of care is suboptimal.
+Added: We aim to take advantage of the most potent modalities,
+Added: focusing primarily on ADCs, iADCs, bispecific ADCs and ADC 2 s, to create drugs that are directed primarily against clinically validated targets where the current standard of care is suboptimal.
Strategically pursue additional collaborations to broaden the reach of our XpressCF ® platform.
−Removed: To maximize the value of our XpressCF ® platform technology, we have entered into multi-target, product-focused collaborations with leaders in the field of oncology, including a cytokine derivatives collaboration with Merck, a BCMA ADC collaboration with Celgene (now BMS) and a MUC1-EGFR ADC collaboration with EMD Serono.
+Added: To maximize the value of our XpressCF ® platform technology, we have entered into multi-target, product-focused collaborations with leaders in the field of oncology, including an iADC collaboration with Astellas, a cytokine derivatives collaboration with Merck, a BCMA ADC collaboration with BMS and a MUC1-EGFR ADC collaboration with EMD Serono.
We intend to selectively enter into additional collaborations with partners who are seeking efficient and effective drug discovery and manufacturing capabilities for the development of novel therapeutics.
−Removed: We intend to retain certain development and commercial rights to maximize the future potential value of product candidates discovered and developed using our XpressCF ® platform.
−Removed: Selectively expand the scope of our XpressCF ® platform into other therapeutic areas.
−Removed: Due to the versatility of our platform, we can explore additional therapeutic areas outside of oncology.
−Removed: We intend to make further investment in the development of our XpressCF ® platform to expand our pipeline of product candidates.
+Added: We intend to retain to the extent possible certain development and commercial rights to maximize the future potential value of product candidates discovered and developed using our XpressCF ® platform.
Cancer Remains a Major Unmet Medical Need
Cancer is the second leading cause of mortality in the United States and is the leading cause of death for those under 65 years of age.
−Removed: The American Cancer Society estimated that there would be roughly 1.9 million new cases of cancer diagnosed and approximately 609,000 people would die of cancer in the United States in 2021.
+Added: The American Cancer Society estimated that there would be greater than 1.9 million new cases of cancer diagnosed and approximately 610,000 people would die of cancer in the United States in 2023.
Traditional Cancer Therapeutics
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Also, safety and tolerability concerns often limit the use of higher, potentially more efficacious doses.
−Removed: We believe our
−Removed: XpressCF ® platform will provide enhanced therapeutic approaches for treating cancer to address these unmet needs.
−Removed: A new generation of biologics is emerging, including cytokine-based therapeutics, immuno-oncology agents, ADCs, iADCs and bispecific antibodies.
+Added: Additional modalities such as ADCs have shown promise over the last decade with fourteen approvals and over a hundred ADC candidates investigated in the clinic.
+Added: ADCs use the foundation of monoclonal antibodies and small molecule drugs by targeting the delivery of chemotherapeutics to the tumor.
+Added: They have shown clinical benefit in hematological and solid tumors, and often have a better safety profile than systemically delivered chemotherapeutics.
+Added: We believe our XpressCF ® platform will provide enhanced therapeutic approaches for treating cancer to address these unmet needs and are exploring next generation biologics, including ADCs, iADCs, and ADC 2 s.
The expectation is that multiple therapeutic modalities will be used in novel combinations to treat patients and provide the most potent anti-cancer effect.
−Removed: Immuno-Oncology
−Removed: The immune system is capable of recognizing and eliminating tumor cells.
−Removed: However, some cancer cells over express proteins, called immune checkpoints, which suppress the immune system, and enable the tumor cells to evade destruction.
−Removed: Immuno-oncology has emerged as a promising new therapeutic approach that aims to enhance anti-tumor immune responses by using monoclonal antibodies to overcome these immune checkpoint blockades.
−Removed: Six monoclonal antibody immune checkpoint inhibitors are approved in the United States for the treatment of cancer indications, such as melanoma, non-small cell lung cancer, or NSCLC, renal cancer and bladder cancer.
−Removed: Checkpoint inhibitors are among the leading cancer drugs, with Keytruda and Opdivo alone generating more than $22 billion in worldwide sales in 2020.
−Removed: Limitations to Current Immuno-Oncology Approaches
−Removed: The effectiveness of any cancer immunotherapy is dependent on the status of an individual patient’s immune system.
−Removed: While many single-agent immunotherapies have resulted in remarkable clinical results, only a minority of patients have realized durable benefits from these treatments.
−Removed: An immunotherapy cannot succeed if a patient’s immune cells are too impaired to benefit from a particular checkpoint inhibitor or cytokine-based therapeutic.
−Removed: As a result, combination therapies have been explored clinically and are designed to provide an additional boost to revive a patient’s ability to mount an immune response against their tumor.
−Removed: However, combination therapies will likely have to provide a significant risk-benefit advantage to justify the cumulative costs of combining two separate immunotherapies.
−Removed: New single agent approaches to achieving combinatorial stimulation of a patient’s immune system may therefore create the preferred option for many patients and physicians.
−Removed: Antibody-Drug Conjugates
+Added: Antibody-Drug Conjugates (ADCs)
After more than two decades of industry efforts, several new modalities of highly potent monoclonal antibody-based therapies have emerged, including ADCs.
The key components of ADCs include an antibody, a stable linker, and a cytotoxic agent (warhead).
−Removed: The antibody is used to target and deliver the cytotoxic agent to tumor cells.
+Added: The antibody is used to target and deliver cytotoxic agents to tumor cells.
ADCs can be mono, bispecific, or multi-specific.
3 unchanged sentences
Kadcyla and Adcetris were the first of the new generation of ADCs to be approved for the treatment of specific subsets of breast cancer and lymphoma, respectively.
−Removed: Since the approval of Kadcyla, ten more ADCs entered or re-entered the market, as Besponsa, Mylotarg, Lumoxiti, Polivy, and Zynlonta were approved for the treatment of specific subsets of leukemia and lymphoma;
+Added: Several more ADCs are currently on the market in the U.S.:
+Added: Besponsa, Mylotarg, Lumoxiti, Polivy, Zynlonta, and Zevalin were approved for the treatment of specific subsets of leukemia and lymphoma;
Padcev was approved for the treatment of bladder and urinary tract cancers;
Enhertu and Trodelvy were approved for the treatment of breast cancer;
−Removed: Blenrep was approved for the treatment of multiple myeloma;
−Removed: and Tivdak was approved for the treatment of cervical cancer.
−Removed: All twelve of these approved therapies demonstrate that ADCs have an emerging role in the armamentarium of cancer therapeutics.
+Added: Tivdak was approved for the treatment of cervical cancer;
+Added: and ELAHERE was approved for the treatment of ovarian cancer.
+Added: All of these approved therapies demonstrate that ADCs have an emerging role in the armamentarium of cancer therapeutics.
Limitations to Current ADC Approaches
2 unchanged sentences
Heterogeneity as a Result of Imprecise and Variable Conjugation.
−Removed: The approved ADCs and many that are in development use imprecise technologies that opportunistically attach the cytotoxic payload to naturally occurring amino acids within the antibody and result in a heterogeneous mixture.
+Added: Many ADCs, both those approved and those in development, use imprecise technologies that opportunistically attach the cytotoxic payload to naturally occurring amino acids within the antibody and result in a heterogeneous mixture.
In these mixtures, the number and site location of the linker-warhead can vary significantly from antibody to antibody within the single ADC product.
9 unchanged sentences
We believe that superior ADCs can be developed using technologies that allow linker-warhead positioning to be fine-tuned to empirically determined sites for maximal therapeutic benefit .
−Removed: Instability Due to Linker Design .
−Removed: One of the major challenges in ADC technology has been to develop linking chemistries that ensure that warheads are only released from the antibody within a tumor cell, and not released within the blood or healthy tissue as the ADC is delivered systemically and travels through the body.
+Added: Lack of Tumor Specificity Due to Linker Design .
+Added: One of the major challenges in ADC technology has been to develop linking chemistries that ensure that warheads are only released from the antibody within the tumor microenvironment, and not released within the blood or healthy tissue as the ADC is delivered systemically and travels through the body.
We believe that safer ADCs can be developed by utilizing non-natural amino acids that enable state-of-the-art chemistries to ensure that the warhead is not prematurely released.
−Removed: Bispecific Antibodies
−Removed: Bispecific antibodies are engineered proteins that can simultaneously bind to two different types of antigens.
−Removed: Targeting two individual antigens simultaneously is expected to drive a larger clinical impact than conventional monoclonal antibodies.
−Removed: As a class, there are currently approximately 45 bispecific antibodies in clinical development for oncology indications.
−Removed: Bispecific antibodies can be engineered in a variety of different formats as shown below.
−Removed: Bispecific antibodies come in a wide variety of structural formats that can be used in multiple therapeutic modalities, including dual blocking bispecific antibodies, T cell-engaging bispecific antibodies and dual antigen targeting bispecific antibodies.
−Removed: Given the potential synergistic nature of these approaches, they have the potential to provide a similar, if not improved, therapeutic benefit as compared to a traditional combination approach.
−Removed: In addition, they may also demonstrate an improved safety and tolerability profile.
−Removed: These characteristics could allow for a wider therapeutic index as compared to the comparable combination therapy approach.
−Removed: Additionally, combining two mechanisms in a single bispecific antibody could have advantages in manufacturing, clinical development and patient convenience.
−Removed: Limitations to Current Bispecific Antibody Approaches
−Removed: Bispecific antibodies are highly engineered proteins with structural features not found in nature.
−Removed: The generation of these molecules therefore presents significant design and development challenges, especially when using conventional cell-based technologies.
−Removed: These challenges include:
−Removed: Optimization Challenges.
−Removed: Bispecific antibodies simultaneously engage two different targets and therefore have precise requirements for the binding properties and spatial orientation of each domain in order to have pharmacologic activity.
−Removed: Combinatorial pairing of antibody binding arms to identify an optimized bispecific antibody requires many distinct cell lines that must be engineered during the discovery process, a cumbersome process when using conventional cell-based technologies.
−Removed: Challenges to T Cell-Engagers.
−Removed: Discovery of bispecific T cell-engagers is further limited by the challenge of designing bispecific pairs that can safely activate T cells specifically in the tumor environment without activating peripheral T cells, which would result in severe toxicities.
−Removed: Difficulties in Protein Expression and Manufacturing.
−Removed: Because bispecific antibodies are highly engineered proteins, conventional cell-based systems have significant difficulties in protein expression, particularly at a larger scale.
−Removed: We believe that new protein engineering technologies will enable significantly broader design opportunities to discover new bispecific antibodies optimized for therapeutic activity, safety and manufacturability.
+Added: In addition, linker chemistries that rely on proteinases preferentially expressed in the tumor such as cathepsin and B-Glucuronidase, can provide more tumor specific release of the active catabolites and a resulting better safety profile.
+Added: Mechanism of Action of Cytotoxin Payloads.
+Added: Beyond potent cytotoxic activity of ADC payloads, there are additional attributes that lead to better efficacy and more durable responses.
+Added: Payloads that induce bystander activity which is dependent on the ADC target engagement, but also kills surrounding cells within the tumor, are thought to result in broader activity.
+Added: Additionally, some payloads can induce immunogenic cell death pathways.
+Added: These pathways not only cause potent tumor cell killing but also produce an immunological phenotype in the cancer cells that allow a secondary immune response and killing of the tumor.
+Added: Dual conjugations to enable iADC and ADC 2 modalities
+Added: XpressCF ® enables the incorporation of non-natural amino acids into antibody sequences and results in site specific conjugation of drug payloads.
+Added: More recently, we have developed technology to enable incorporation of two different non-natural amino acids that allows for the site-specific conjugation of two different payloads, providing the opportunity to combine pharmacology into a single molecule.
+Added: We believe this is the first use of dual conjugation combining a conventional cytotoxin with an immune stimulatory payload to drive not only direct killing of the tumor cells but an immune response against the tumor.
+Added: These iADC molecules utilize immune agonists such as TLR 7, TLR 8 and STING to induce activation of innate immune cells within the tumor microenvironment and resulted in more complete responses and protective anti-tumor immune responses in preclinical tumor models.
+Added: This dual conjugation approach is the basis for our research collaboration with Astellas that is focused on the discovery of iADC molecules for solid tumors.
+Added: In addition to immune modulators, additional payloads can be incorporated into our dual conjugation approach.
+Added: These ADC 2 payloads are focused on targets that are upregulated tumors that do not respond well to existing therapies.
+Added: Our goal is to provide more durable responses in hard-to-treat tumors by combining two payloads that may offset resistance mechanisms.
Cytokine-Based Immuno-Oncology Therapeutics
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The observed efficacy of a modified cytokine, in combination with an immune checkpoint inhibitor, indicates the potential of this new approach.
−Removed: In light of these data and our prior research into cytokines, we commenced a cytokine-based research program using our XpressCF ® and XpressCF+ ®TM platform technologies and are now collaborating with Merck on developing cytokine derivatives.
+Added: In light of these data and our prior research into cytokines, we commenced a cytokine-based research program using our XpressCF ® and XpressCF+ ® platform technologies to engineer cytokines aimed at better exposure and tolerability profiles.
+Added: Our collaboration with Merck focused on developing cytokine derivatives yielded an IL-2 derivative that entered Phase 1 in 2022.
We believe that recent advances in immuno-oncology combined with new protein engineering technologies create opportunities to identify novel cytokine-based therapeutics with superior therapeutic indexes.
Our Proprietary XpressCF ® Platform
−Removed: While cytokine-based immuno-oncology therapeutics, ADCs, iADCs and bispecific antibodies hold significant promise, drug developers working with these complex biologics face significant design and development challenges.
+Added: While ADCs, iADCs, ADC 2 s and engineered cytokines hold significant promise, drug developers working with these complex biologics face significant design and development challenges.
Optimizing these complex biological structures is a challenging, trial and error process that requires the refinement of several properties in tandem.
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We believe our cell-free-based protein synthesis technology allows for efficient and proper design exploration to be conducted prior to nominating a lead drug candidate.
−Removed: In addition, we believe we can optimally design these types of complex biologics in a manner that is ideal for subsequent production at relevant scale and manufacture.
+Added: In addition, we believe we can optimally design these types of complex biologics in a
+Added: manner that is ideal for subsequent production at relevant scale and manufacture.
We believe we are the only company with products in clinical development that has the capability to produce cell-free-based protein synthesis at scale.
We believe we have a significant advantage over other development approaches in this space.
−Removed: Limitations of Current Cell-Based Synthesis Approaches
−Removed: All existing therapeutic proteins rely on cell-based design, production and manufacturing technologies.
−Removed: The conventional biotechnology approach for the production of these complex biologics relies primarily on CHO cell lines.
−Removed: This first requires low yield transient production from cells that enable characterization of a new protein over several months.
−Removed: This is then followed by development of stable cell lines over several months to a year to enable larger scale preclinical, clinical and commercial production.
−Removed: The characterization process has to be reproduced for every minor variant of the therapeutic protein, which may or may not result in improved properties.
−Removed: Each change requires development of new cell-based methods to generate protein of sufficient quality and quantity to evaluate.
−Removed: Therefore, it is extremely laborious and resource intensive to elucidate principles of structure-activity relationship, and drug discovery is limited by the number of cell lines that can be practically managed in parallel.
−Removed: In addition, they have limited ability to introduce non-natural amino acids into proteins.
−Removed: We believe these limitations hinder the efficiency of drug discovery and often result in suboptimal protein selection.
Overview of Our XpressCF ® Platform
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Advantages of Our XpressCF ® Platform
−Removed: We believe our drug discovery platform provides significant advantages over conventional cell-based protein synthesis approaches and has the ability to produce a large number of variants during the development stage, while preserving the ability to design and test large families of molecules for optimized efficacy and safety features.
−Removed: As a result, we believe that our drug discovery platform can accelerate time to IND by nine to fifteen months compared to conventional technologies.
We believe the advantages of our cell-free-based protein synthesis technology platform include:
1 unchanged sentence
By decoupling the production of the cell-free extract from the production of the protein, we are able to stockpile large quantities of cell-free extract from which we are able to manufacture a wide variety of proteins without the need to generate individual cell lines, including cytokine-based immuno-oncology therapeutics, ADCs, iADCs and bispecific antibodies.
+Added: Additionally, our dual conjugation ADC 2 technology could enable “mixed payload”
+Added: ADCs that combine two distinct small molecules with different pharmacologies onto a single antibody.
Ability to Incorporate Non-Natural Amino Acids.
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This enables us to move more rapidly to the clinic by eliminating master cell banking activities and significantly de-risks scale-up to manufacturing.
−Removed: Our XpressCF ® Solution for Cytokine, ADCs, iADCs and Bispecific Antibody-Based Drug Therapeutics
−Removed: As a result, we believe our technology enables new approaches to cytokine, ADCs, iADCs and bispecific antibody-based drug discovery, development and manufacturing.
+Added: Our XpressCF ® Solution for ADCs, iADCs, Bispecific ADCs, and ADC 2 Therapeutics
+Added: As a result, we believe our technology enables new approaches to ADCs, iADCs, bispecific ADCs, and ADC 2 drug discovery, development and manufacturing.
Key attributes are:
Homogeneous Design.
−Removed: Our XpressCF+ ®TM platform enables precise and specific placement of non-natural amino acids in defined numbers and positions within our engineered proteins.
+Added: Our XpressCF+ ® platform enables precise and specific placement of non-natural amino acids in defined numbers and positions within our engineered proteins.
These non-natural amino acids then serve as highly stable attachment sites, also known as conjugation sites, for chemical functional groups.
2 unchanged sentences
Experimentally Defined Structure-Activity Relationships .
−Removed: Our cell-free technology enables rational design of protein therapeutics through a rapid, reiterative process that experimentally defines structure-activity relationship for cytokine-based therapeutics, ADCs, iADCs and bispecific antibodies.
+Added: Our cell-free technology enables rational design of protein therapeutics through a rapid, reiterative process that experimentally defines structure-activity relationship for cytokine-based therapeutics, ADCs, iADCs, bispecific ADCs and ADC 2 s.
This approach allows us to explore a wide variety of structural features and formats in parallel as we optimize therapeutic candidates.
5 unchanged sentences
This design flexibility is also an important aspect of our discovery approach to other protein therapeutics.
−Removed: For example, we are able to make and directly compare a variety of pairings and structural formats for our immuno-oncology bispecific antibody and bispecific T cell-engager programs.
−Removed: This allows us to identify antibody pairs and formats with the best binding properties, spatial orientations and structural stability to create the optimal balance of therapeutic activity and safety.
−Removed: Rapid and Efficient Transition from Discovery to the Clinic.
−Removed: Protein therapeutics can encounter obstacles, or even fail, during the transition from research-grade cell lines to cGMP cell lines appropriate for clinical development and commercialization.
−Removed: Our XpressCF ® platform can rapidly produce different protein types from a single proprietary extract, which can be scaled for discovery, development and ultimately, we believe, commercialization of cytokine-based immuno-oncology therapeutics, ADCs, iADCs and bispecific antibodies and bispecific T cell-engagers.
−Removed: Accordingly, we use our XpressCF ® platform to discover and develop cancer therapeutics by empirically determining the optimum structure-activity relationships for cytokine-based immuno-oncology therapeutics, ADCs, iADCs, bispecific antibodies, and transitioning those products to cGMP compliant manufacturing.
−Removed: The following chart illustrates the applicability of these attributes across the range of modalities we are developing.
−Removed: XpressCF ® Attributes for Various Therapeutic Modalities
−Removed: XpressCF ® Attribute
−Removed: Bispecific I/O, Bispecific ADCs
−Removed: and Bispecific T cell-engagers
−Removed: Cytokine-based
−Removed: Homogeneous Design
−Removed: Stable, site-specific attachment of
−Removed: chemical functionality
−Removed: Experimentally Defined Structure-
−Removed: Activity Relationships
−Removed: Rapid, direct comparison of a wide
−Removed: variety of protein variants
−Removed: Rapid and Efficient Transition from
−Removed: Discovery to the Clinic
−Removed: Single-source scalability from discovery
−Removed: to clinical / commercial
−Removed: Our Collaborations Demonstrate our Capabilities
+Added: For example, we are able to make and directly compare a variety of pairings and structural formats for our ADC molecules to ensure that we have optimized sites of conjugation, the number of payloads on each antibody (DAR) and linker chemistry.
+Added: We have examples where changing just one of these parameters can significantly impact the safety, efficacy and stability of the ADC.
+Added: Efficient Transition from Research Scale to Development Scale Protein Production.
+Added: Protein therapeutics can encounter obstacles, or even fail, during the transition from research cell lines to cGMP cell lines appropriate for clinical development and commercialization.
+Added: Our XpressCF ® platform can rapidly produce different protein types from a single proprietary extract, which can be scaled for discovery, development and ultimately, we believe, commercialization of cytokine-based immuno-oncology therapeutics, ADCs, iADCs, bispecific ADCs and ADC 2 s.
+Added: Manufacturable Dual Conjugations.
+Added: Our XpressCF+ ® platform allows us to manufacture antibodies that contain two different non-natural amino acids that are substrates for mutually orthogonal site-specific conjugation reactions.
+Added: This advantage permits dual conjugation, resulting in homogenous iADC or ADC 2 dual conjugate molecules with two different precisely placed payloads.
+Added: Accordingly, we use our XpressCF ® platform to discover and develop cancer therapeutics by empirically determining the optimum structure-activity relationships for cytokine-based immuno-oncology therapeutics, ADCs, iADCs, bispecific ADCs and ADC 2 s and transitioning those products to cGMP compliant manufacturing.
+Added: Our Collaborations Validate Our Technology
Our XpressCF ® platform has garnered the attention of leading pharmaceutical and biopharmaceutical companies and resulted in collaborations to discover and develop novel therapeutics.
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Merck Programs.
−Removed: We have granted Merck the right to develop two cytokine derivative candidate molecules.
+Added: We have granted Merck the right to develop MK-1484, a selective IL-2 agonist in clinical studies as a monotherapy and in combination with pembrolizumab for the treatment of solid tumors.
BMS Programs.
−Removed: We have granted BMS the right to develop a novel ADC therapeutic directed against the target BCMA, known as CC-99712, which is currently under investigation in a Phase 1 trial focused on patients with relapsed and refractory multiple myeloma.
+Added: We have granted BMS the right to develop CC-99712, a novel ADC therapeutic directed against the target BCMA, which is currently under investigation for the treatment of relapsed and refractory multiple myeloma.
EMD Serono Programs.
−Removed: We have granted EMD Serono the right to develop the novel bispecific ADC targeting EGFR and MUC1, known as M1231, which is currently under investigation for the treatment of solid tumors, including metastatic non-small cell lung cancer and esophageal squamous cell carcinoma in a Phase 1 trial.
+Added: We have granted EMD Serono the right to develop the novel bispecific ADC targeting EGFR and MUC1, known as M1231, for the treatment of solid tumors.
+Added: Astellas Collaboration.
+Added: We have entered into a collaboration and license agreement with Astellas for the discovery and development of immunostimulatory antibody-drug conjugates for up to three biological targets.
Vaxcyte Relationship.
We have granted Vaxcyte the right to discover and develop vaccines for the prophylaxis and treatment of infectious diseases.
−Removed: Vaxcyte’s IND for its lead product candidate, a 24-valent pneumococcal conjugate vaccine, was cleared by the FDA in January 2022.
+Added: Vaxcyte’s most advanced product candidate is VAX-24, a 24-valent pneumococcal conjugate vaccine candidate under investigation for the prevention of invasive pneumococcal disease in adults.
+Added: In addition, we have granted Vaxcyte an option to obtain development and manufacturing rights for XtractCF ® that, when exercised, would grant Vaxcyte the right to make and source our cell-free extract for research, development, and manufacture of vaccines for the prophylaxis and treatment of infectious disease.
Tasly Relationship.
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Our current product candidates and Discovery and Preclinical stage programs, all based on our proprietary XpressCF ® platform, are summarized in the chart below:
−Removed: (1) We have granted Tasly an exclusive license to the right to develop and commercialize STRO-002 in Greater China.
−Removed: (2) We have granted BioNova an option to exclusively license the right to develop and commercialize STRO-001 in Greater China.
−Removed: (3) EMD Serono is the biopharmaceutical business of Merck KGaA, Darmstadt Germany in the US.
−Removed: (4) Cytokine derivative program with Merck includes two molecules derived from one undisclosed target.
−Removed: (5) We are eligible to receive 4% royalties on net sales of VAX-24.
+Added: (1) EMD Serono is the biopharmaceutical business of Merck KGaA, Darmstadt Germany in the U.S.
Our Product Candidates
−Removed: STRO-001, an ADC Directed Against the Cancer Target CD74
−Removed: We are developing STRO-001, an optimally designed ADC directed against the cancer target CD74, for multiple myeloma and NHL.
−Removed: STRO-001 was designed and optimized for maximal therapeutic index by placing linker-warheads at specific locations within the antibody using our proprietary XpressCF+ ®TM platform.
−Removed: We are currently enrolling patients in a STRO-001 Phase 1 trial and presented updated data in December 2020.
−Removed: Based on such reported data, STRO-001 has been generally well-tolerated and no ocular toxicity signals have been observed, with no patients receiving prophylactic corticosteroid eye drops.
−Removed: Dose escalation in the STRO-001 Phase 1 trial is continuing, and the maximum tolerated dose has not yet been reached.
−Removed: We expect to establish a recommended Phase 2 dose in 2022 and thereafter may begin the dose expansion portion of the Phase 1 trial.
−Removed: In October 2018, we were granted Orphan Drug Designation by the FDA, for STRO-001 for the treatment of multiple myeloma.
−Removed: In October 2021, we entered into the BioNova Option Agreement.
−Removed: CD74 Overview and Current Limitations
−Removed: CD74 is a transmembrane glycoprotein, or a protein with an attached sugar that spans the inside and outside of a cell.
−Removed: While normal tissues appear to have minimal CD74 expression levels, CD74 is an important B cell target for multiple myelomas and lymphomas.
−Removed: CD74 is expressed in approximately 90% of B cell cancers, including multiple myeloma and lymphoma.
−Removed: Currently, there are no approved therapeutics that specifically target CD74 for treatment of B cell malignancies.
−Removed: We believe earlier ADCs being developed against the target CD74 were ineffective either because they failed to achieve sufficient killing of malignant B cells or they were unable to achieve a sufficient therapeutic benefit before toxicities limited further dose escalations.
−Removed: B Cell Malignancies Overview and Current Limitations
−Removed: B cell malignancy tumor subtypes include multiple myeloma and NHL, which includes mantle cell lymphoma, diffuse large B cell lymphoma, or DLBCL, and follicular lymphoma.
−Removed: In the United States alone in 2017, the prevalence of multiple myeloma and NHL was estimated at more than 800,000 cases, and the American Cancer Society estimated that there would be more than 116,000 new cases of multiple myeloma and NHL in 2021.
−Removed: Although several therapeutics have recently been approved for the treatment of specific B cell malignancies, including immunotherapies, targeted kinase inhibitors, ADC and CAR-T cell therapies, unmet need persists.
−Removed: Many of these therapeutics are typically used in combination with other agents to provide the most potent anti-cancer effect.
−Removed: While these new therapies have demonstrated improvements in survival, the majority of these patients ultimately relapse during treatment and some experience a resistance to therapy.
−Removed: Our Solution, STRO-001
−Removed: Our first internally developed product candidate is STRO-001, which we believe has the potential to be a first-in-class and best-in-class ADC directed against the cancer target CD74, an antigen that is highly expressed in many B cell malignancies and is an attractive target for an ADC therapeutic, given its rapid internalization by the cell.
−Removed: STRO-001 is an ADC targeting the CD74 protein antigen that was developed using our proprietary XpressCF ® and XpressCF+ ® platforms.
−Removed: STRO-001 is composed of an antibody stably conjugated to a highly potent cytotoxic drug, a maytansinoid derivative, at two specific sites on the antibody using a non-cleavable linker.
−Removed: STRO-001 degrades inside of tumor cells to release very potent intracellular catabolites whose hydrophilic nature results in poor permeability into surrounding cells.
−Removed: We believe this decreases the potential of off-target effect in normal tissues.
−Removed: From a safety perspective, we designed STRO-001 to have an optimal potency to toxicity ratio.
−Removed: We rationally selected a homogeneous ADC with a drug-antibody ratio, or DAR, of two.
−Removed: Heterogeneous ADCs typically have DARs that range from zero to eight, with lower DARs generally being associated with less potency and higher DARs generally being associated with a negative impact on pharmacokinetics and toxicity.
−Removed: We chose a DAR of two after demonstrating that DARs of four or six did not increase the efficacy of STRO-001.
−Removed: In October 2018, we were granted orphan drug designation by the FDA, for STRO-001 for the treatment of multiple myeloma.
−Removed: Phase 1 Clinical Trial
−Removed: The Phase 1 trial for STRO-001 is an open-label study that is evaluating STRO-001 as a monotherapy for patients with multiple myeloma and NHL.
−Removed: The trial is being conducted in two parts:
−Removed: dose escalation and dose expansion.
−Removed: The primary objectives of the trial are to determine the safety and tolerability profile of STRO-001, determine the recommended Phase 2 dose and interval and evaluate preliminary anti-tumor activity.
−Removed: The secondary objectives are to characterize the human pharmacokinetics of STRO-001 and additional safety, tolerability and efficacy measures.
−Removed: Our Phase 1 trial of STRO-001 is enrolling adult patients with advanced and/or refractory multiple myeloma and NHL (including DLBCL, mantle cell lymphoma and follicular lymphoma) who are refractory to, or intolerant of, all established therapies known to provide clinical benefit for their condition.
−Removed: Multiple myeloma and NHL patients are being enrolled in two separate dose escalation cohorts, starting initially with an accelerated dose titration design.
−Removed: We estimate that there will be approximately 35-40 patients in each cohort.
−Removed: Treatment is currently scheduled on day one of a 21-day cycle.
−Removed: After the recommended Phase 2 dose level is determined, patients could be enrolled in up to four dose expansion cohorts (myeloma, DLBCL, mantle cell lymphoma and follicular lymphoma) if anti-tumor activity is observed during the dose escalation phase.
−Removed: We may enroll up to 40 patients in each of the four dose expansion cohorts.
−Removed: We submitted our IND for STRO-001 in December 2017 and the first patient was dosed in April 2018.
−Removed: In October 2018, we were granted Orphan Drug Designation by the FDA for STRO-001 for the treatment of multiple myeloma.
−Removed: In December 2020, we reported data from the NHL cohort from the dose escalation portion of the Phase 1 trial as of October 30, 2020:
−Removed: Most (90%) treatment emergent adverse events were Grade 1 or 2 events of nausea, fatigue, chills, anemia, headache, dyspnea, abdominal pain, vomiting, decreased appetite and pyrexia, and no ocular or neuropathy toxicity signals have been observed.
−Removed: Subsequent to a previously announced protocol amendment in 2019 requiring pre-treatment screening imaging for patients at risk for thromboses, no thromboembolic events have been observed.
−Removed: In the seven patients with diffuse large B-cell lymphoma, one complete response and two partial responses were observed.
−Removed: Out of other NHL types, two patients with follicular lymphoma had stable disease, of which one is still on treatment at nine weeks.
−Removed: One patient with marginal zone lymphoma had stable disease and is still on treatment at 39 weeks.
−Removed: In addition, the maximum tolerated dose was not reached at 4.2 mg/kg.
−Removed: Active enrollment in the NHL cohort continues at the 5.0 mg/kg dose level and additional higher dose levels may be explored.
−Removed: The maximum tolerated dose for the multiple myeloma dose escalation cohort has not been reached.
−Removed: Active enrollment in that cohort continues at the 5.0 mg/kg dose level and additional higher dose levels may be explored.
−Removed: The trial, registered with clinicaltrials.gov identifier NCT03424603, continues to enroll patients in dose escalation in both multiple myeloma and NHL cohorts.
−Removed: We expect to determine the recommended Phase 2 dose for STRO-001 by the end of 2022.
−Removed: In October 2021, we entered into the BioNova Option Agreement to confer BioNova the option to obtain exclusive rights to develop and commercialize STRO-001 in Greater China.
−Removed: BioNova will pursue the clinical development, regulatory approval, and commercialization of STRO-001 in multiple indications, including NHL, multiple myeloma, and leukemia in the licensed territory.
−Removed: We will retain development and commercial rights of STRO-001 globally outside of Greater China, including the United States.
−Removed: STRO-002, an ADC Directed Against the Target Folate Receptor-Alpha (FolRα)
−Removed: We are developing STRO-002, an optimally designed ADC directed against the cancer target FolRα, initially targeted for ovarian and endometrial cancers.
−Removed: STRO-002 was designed and optimized for an improved therapeutic index by placing a precise number of linker-warheads at four specific locations within the antibody using our proprietary XpressCF+ ®TM platform.
−Removed: We began enrolling patients in a STRO-002 Phase 1 trial focused on ovarian and endometrial cancers in March 2019 and presented updated dose-escalation data in December 2020 and May 2021.
−Removed: Based on such reported data, STRO-002 exhibited a manageable safety profile and promising preliminary efficacy data.
−Removed: Dose escalation in the STRO-002 Phase 1 trial has been fully enrolled and the dose-expansion portion of the trial is ongoing to assess the efficacy, safety and tolerability of STRO-002 at dose levels of 4.3 and 5.2 mg/kg.
+Added: Luveltamab tazevibulin (luvelta), an ADC Directed Against the Target Folate Receptor-Alpha (FolRα)
+Added: We are developing luveltamab tazevibulin, or luvelta, an optimally designed ADC directed against the cancer target FolRα, initially focused on ovarian and endometrial cancers.
+Added: Luvelta was designed and optimized for an improved therapeutic index by placing a precise number of linker-warheads at four specific locations within the antibody using our proprietary XpressCF+ ® platform.
+Added: Phase 1 trial enrollment, focused on ovarian and endometrial cancers, began in March 2019, with updated dose-escalation data presented in December 2020 and May 2021.
+Added: We reported initial dose-expansion data in January 2022 and a near-final dataset in January 2023.
+Added: Based on such reported data, Luvelta exhibited a manageable safety profile and promising preliminary efficacy data.
+Added: Dose escalation in the Phase 1 trial has been fully enrolled and the dose-expansion portion of the trial is ongoing to assess the efficacy, safety, and tolerability of luvelta at dose levels of 4.3 and 5.2 mg/kg.
For the dose-expansion portion of the Phase 1 trial, we dosed the first patient in January 2021 and have enrolled less heavily pre-treated ovarian cancer patients.
−Removed: We reported initial dose-expansion data in January 2022.
−Removed: Based on the reported data, STRO-002 demonstrated a manageable safety profile and promising preliminary efficacy data.
−Removed: Additionally, a STRO-002 combination cohort in ovarian cancer, assessing the combination of STRO-002 with bevacizumab, opened for enrollment in December 2021, and an expansion cohort for FolRα-selected endometrial cancer opened and began enrolling patients in the fourth quarter of 2021.
−Removed: In August 2021, we were granted Fast Track designation for STRO-002 by the FDA for the treatment of patients with platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer who have received one to three prior lines of systemic therapy.
−Removed: In December 2021, we entered into a collaboration and exclusive license agreement with Tasly to develop and commercialize STRO-002 in Greater China.
−Removed: is a cell-surface glycoprotein, which is believed to be important for supporting DNA synthesis in rapidly dividing cancer cells.
−Removed: exhibits limited expression and distribution in normal tissues.
−Removed: High levels of FolRα
−Removed: have been found in multiple cancer types, including epithelial ovarian cancer, endometrial adenocarcinoma, triple negative breast cancer and non-small cell lung cancer.
−Removed: Expression appears to correlate with disease progression in ovarian cancer and continues to be expressed following chemotherapy treatment.
+Added: Additionally, a combination cohort in ovarian cancer, assessing the combination of luvelta with bevacizumab, opened for enrollment in December 2021, and an expansion cohort for FolRa-selected endometrial cancer opened and began enrolling patients in the fourth quarter of 2021.
+Added: An expansion cohort assessing the effects of administration of prophylactic pegfilgrastim in combination with luvelta opened for enrollment in the second quarter of 2022;
+Added: interim results from this cohort were also presented in January 2023.
+Added: In August 2021, we were granted Fast Track designation for luvelta by the FDA for the treatment of patients with platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer, who have received one to three prior lines of systemic therapy.
+Added: In December 2021, we entered into a collaboration and exclusive license agreement with Tasly to develop and commercialize luvelta in Greater China.
+Added: Luvelta has been provided through compassionate use to pediatric patients with relapsed/refractory CBF/GLIS AML, which data were presented at ASH 2022.
+Added: The data showed that luvelta was well tolerated as a monotherapy agent and in combination with standard cancer therapies.
+Added: In December 2022, luvelta was granted Orphan Drug Designation by the FDA for this pediatric indication.
Ovarian Cancer Overview
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In the United States alone, the American Cancer Society estimates that 19,000 new cases of ovarian cancer would be diagnosed in 2023, and approximately 13,270 women would die of this disease.
−Removed: Given that early stages of the disease cause minimal, nonspecific symptoms or is asymptomatic, approximately 75% of patients with ovarian cancer are diagnosed are stage III and IV, for which the prognosis is poor.
+Added: Given that early stages of the disease cause minimal, nonspecific symptoms or are asymptomatic, approximately 75% of patients with ovarian cancer are diagnosed as stage III and IV, for which the prognosis is poor.
Standard pre- or post-operative chemotherapy for ovarian cancer is combination therapy with a platinum compound and a taxane, for example, carboplatin and paclitaxel, with or without bevacizumab which achieves a complete or partial response in between 70% to 80% of patients.
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There is also a significant unmet need in the treatment of recurrent or metastatic endometrial cancer.
−Removed: In the United States alone, the American Cancer Society estimated that there would be more than 66,000 new cases of endometrial cancer in 2021, and that approximately 13,000 women would die of this disease.
+Added: In the United States alone, the American Cancer Society estimated 66,000 new cases of endometrial cancer in 2023, and that approximately 13,000 women would die of this disease.
First-line treatment for stage III/IV disease is commonly paclitaxel/carboplatin.
1 unchanged sentence
With the lack of available therapies for patients who progress after standard of care therapies, long-term survival prospects are poor and novel treatments offering even a modest improvement in progression-free survival or overall survival may be considered for expedited regulatory approval.
+Added: Pediatric AML CBFA2T3-GLIS2 (CBF/GLIS) Phenotype Overview
+Added: There remains a significant unmet need in the treatment of CBF/GLIS AML in pediatric patients.
+Added: The CBF/GLIS subtype of AML is a rare, aggressive form of AML that has never been found in adult AML patients, and typically affects pediatric patients with a median age of 1.5 years.
+Added: The prevalence of CBF/GLIS AML is 1%-3% in childhood AML, and in recent studies the incidence was determined to be 1.3%-1.8% of pediatric AML patients.
+Added: The prognosis for this disease is grim, with a 5-year overall survival of 15-30%.
+Added: The first-line treatment for this disease is chemotherapy with a goal of reducing disease burden to the point that the patient can receive a bone marrow transplant.
+Added: Patients who are refractory to primary chemotherapy or who relapse following bone marrow transplant have no additional treatment options and have very poor treatment outcomes.
+Added: Given the lack of treatment options for these patients, a novel treatment that offers an opportunity for these patients to become eligible for bone marrow transplantation may be considered for expedited regulatory review.
Limitations to Current FolRα-Targeted Therapeutics
−Removed: There have been a number of folate- or FolRα-targeted therapies in development, including naked antibodies, small molecule drug conjugates, ADCs and T cell retargeting molecules.
+Added: There have been a number of FolRα-targeted therapies in development, including naked antibodies, small molecule drug conjugates, ADCs, and T cell retargeting molecules.
The most advanced clinically active agent targeting FolRα
−Removed: to date has been Immunogen’s mirvetuximab soravtansine (IMGN853), an ADC composed of a FolRα-binding antibody linked to the tubulin-disrupting maytansinoid, DM4, via a cleavable linker.
−Removed: Immunogen announced in December 2019 that the FDA has provided guidance for potential accelerated approval of its mirvetuximab soravtansine (mirvetuximab) monotherapy, demonstrating that FolRα
−Removed: remains an attractive target.
−Removed: In November 2021, Immunogen reported positive top-line data in its SORAYA trial evaluating the safety and efficacy of mirvetuximab soravtansine monotherapy in patients with high FRα-expressing platinum-resistant ovarian cancer who have been previously treated with Avastin ® (bevacizumab).
−Removed: Mirvetuximab soravtansine is currently being evaluated in a Phase 3 randomized confirmatory trial, and in multiple combination studies.
−Removed: Our Solution, STRO-002
−Removed: STRO-002 is directed against the cancer target FolRα, which is highly expressed in multiple cancer types, including ovarian cancer and endometrial cancer.
−Removed: This property, together with the highly restricted expression of FolRα
−Removed: on normal tissues, make FolRα
+Added: to date has been Immunogen’s ELAHERE (mirvetuximab soravtansine IMGN853), an ADC composed of a FolRα-binding antibody linked to the tubulin-disrupting maytansinoid, DM4, via a cleavable linker.
+Added: In November 2022, the FDA granted accelerated approval to Immunogen for ELAHERE for the treatment of adult patients with FRα-positive, platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer, who have received one to three prior systemic treatment regimens.
+Added: Patients are selected for therapy based on an FDA-approved test that defines FRα-positivity by 2+ and/or 3+ IHC staining in ≥75% of tumor cells.
+Added: BMS and Eisai Co., Ltd., or Eisai, are also co-developing a FolRα-targeted ADC for the treatment of cancers, including ovarian cancers, identified as MORAb-202.
+Added: MORAb-202 is an ADC made from the anti-FolRα
+Added: antibody farletuzumab conjugated to an average of four eribulin molecules via a cleavable linker.
+Added: Public information about MORAb-202 development is limited, but a Phase II efficacy study of MORAb-202 was described as open and enrolling on the clinical trials.gov website in the fourth quarter of 2022.
+Added: Also, Elucida Oncology is developing a nanoparticle C’Dot drug conjugate targeting FolRα.
+Added: Our Solution, luveltamab tazevibulin (luvelta)
+Added: Luvelta targets FolRα, a surface protein with limited expression on normal tissue and overexpressed in multiple cancers, including ovarian cancer, which makes FolRα
a promising ADC approach.
−Removed: STRO-002 employs a cleavable linker that releases a cytotoxic drug inside of tumor cells, while being stable and resistant to cleavage in general circulation.
+Added: Luvelta employs a cleavable linker that releases a cytotoxic drug inside tumor cells, while being stable and resistant to cleavage in general circulation.
The cytotoxic drug used is our proprietary hemiasterlin moiety.
−Removed: From a safety perspective, we designed STRO-002 to have the optimal potency-to-safety ratio.
−Removed: We rationally selected a homogenous ADC with an optimized DAR of four.
−Removed: Based on preclinical findings, we believe our efficient homogeneous design of STRO-002 could provide anti-tumor activity, stability and safety with the potential to minimize off-target damage and improve clinical impact by reducing dose-limiting toxicities.
−Removed: We believe an improved therapeutic index could differentiate STRO-002 from conventional technology for the treatment of ovarian cancer and endometrial cancer.
+Added: From a safety perspective, we designed luvelta to have what we believe to be the optimal potency-to-safety ratio.
+Added: We therefore rationally selected a homogenous ADC with an optimized DAR of four.
+Added: Based on preclinical findings, we believe our efficient homogeneous design of luvelta could provide anti-tumor activity, stability, and safety with the potential to minimize off-target damage and improve clinical benefit.
+Added: We believe an improved therapeutic index could differentiate luvelta from conventional technology for the treatment of ovarian cancer and endometrial cancer.
To test this, we have created a benchmark FolRα-targeting surrogate molecule based on conventional technology that has a heterogeneous ADC, with a similar DAR utilizing a DM4 linker-warhead.
−Removed: We have tested this benchmark molecule against STRO-002 in multiple preclinical models.
−Removed: However, additional preclinical and clinical testing will be needed to determine the safety and efficacy of STRO-002 and to obtain regulatory approval, if ever.
−Removed: STRO-002 may not ultimately provide a greater therapeutic benefit than the current standard of care.
+Added: We have tested this benchmark molecule against luvelta in multiple preclinical models.
+Added: However, additional preclinical and clinical testing will be needed to determine the safety and efficacy of luvelta and to obtain regulatory approval, if ever obtained.
Clinical Development Plan
−Removed: Our first Phase 1 trial for STRO-002 is an open-label study evaluating STRO-002 as a monotherapy for patients with ovarian and endometrial cancers.
+Added: Our first Phase 1 trial for luvelta is an open-label study evaluating luvelta as a monotherapy for patients with ovarian and endometrial cancers.
This trial is being conducted in two-parts, dose escalation and dose expansion.
We began enrolling ovarian cancer patients in March 2019, with updated data for the dose escalation cohort reported in December 2020 and May 2021.
−Removed: The primary objectives of the STRO-002 clinical trial are to determine the safety and tolerability profile, to define the recommended Phase 2 dose level and interval and to evaluate preliminary anti-tumor activity.
−Removed: Our secondary objectives are to characterize the human pharmacokinetics and additional safety, tolerability and efficacy measures.
+Added: The primary objectives of the clinical trial are to determine the safety and tolerability profile, to define the recommended Phase 2 dose level and interval, and to evaluate preliminary anti-tumor activity.
+Added: Our secondary objectives are to characterize human pharmacokinetics and additional safety, tolerability, and efficacy measures.
We initially enrolled adult patients with advanced and/or refractory ovarian cancer, for whom no suitable treatment exists.
These patients are considered to have incurable disease and need repeated courses of life-prolonging and palliative treatment.
−Removed: The initial STRO-002 Phase 1 trial enrolled ovarian cancer patients regardless of their FolRα
+Added: The initial Phase 1 trial enrolled ovarian cancer patients regardless of their FolRα
expression levels.
−Removed: These ovarian cancer patients were enrolled in a dose escalation cohort, with STRO-002 administered on day one of a 21-day cycle.
−Removed: Since anti-tumor activity was observed during the dose escalation portion of the Phase 1 trial, we initiated enrollment of patients in the dose expansion portion of this clinical study in January 2021 and are treating less heavily pre-treated ovarian cancer patients.
−Removed: Enrollment of the dose-expansion portion of the Phase 1 study is complete and the study is currently ongoing.
+Added: These ovarian cancer patients were enrolled in a dose escalation cohort, with luvelta administered on day one of a 21-day cycle.
+Added: Since anti-tumor activity was observed during the fully enrolled dose escalation portion of the Phase 1 trial, we initiated enrollment of patients in the dose expansion portion of this clinical study in January 2021 and are treating less heavily pre-treated ovarian cancer patients.
+Added: The dose expansion portion of this Phase 1 study of luvelta is fully enrolled and currently ongoing.
In May 2021, we announced updated data from the dose-escalation portion of our ongoing Phase 1 clinical trial of STRO-002 in patients with ovarian cancer.
3 unchanged sentences
At the data cutoff of April 23, 2021, results out of 31 evaluable patients included:
−Removed: 10 patients (32%) met RECIST criteria for response, of which, one patient achieved a complete response and nine patients achieved a partial response (four confirmed partial responses and five unconfirmed partial responses).
−Removed: For the five confirmed responders (1 complete response, or CR, and 4 confirmed partial responses, or cPRs), the median duration of response, or DOR, was 5.8 months (95% CI:
+Added: 10 patients (32%) met RECIST criteria for response, of which, one patient achieved a complete response, or CR, and nine patients achieved a partial response (four confirmed partial responses and five unconfirmed partial responses).
+Added: For the five confirmed responders (1 CR and 4 confirmed partial responses), the median duration of response, or DOR, was 5.8 months (95% CI:
2.0, not evaluable).
6 unchanged sentences
For the dose-expansion portion, we dosed the first patient in January 2021 and are treating less heavily pre-treated ovarian cancer patients.
−Removed: We reported initial dose-expansion data in January 2022.
−Removed: The dose-expansion cohort for ovarian cancer enrolled 44 patients, who had experienced up to three prior lines of therapy.
−Removed: As of the interim data cutoff date of November 8, 2021, 43 patients had been randomized into dose levels starting at 4.3 mg/kg and 5.2 mg/kg, and one patient had not yet been dosed.
+Added: We reported initial dose-expansion data in January 2022 and preliminary final data in January 2023.
+Added: We also initiated an exploratory dose expansion cohort of 15 patients to assess the safety of treatment with luvelta at 5.2 mg/kg in combination with prophylactic pegfilgrastim, and interim results from this cohort were also presented in January 2023.
+Added: The dose-expansion cohort for ovarian cancer fully enrolled 44 patients, who had experienced up to three prior lines of therapy and were randomized into dose levels starting at 4.3 mg/kg (N=23) and 5.2 mg/kg (n=21).
81% of the patients were platinum-resistant, and 66% and 82% of the patients had been treated previously with bevacizumab and PARP inhibitors, respectively.
−Removed: Of the 43 patients, 33 had at least one post-baseline scan, and therefore were evaluable for RECIST v1.1 responses.
−Removed: As of the interim data cutoff date, the Best Overall Response for evaluable patients were as follows (N=33):
−Removed: Seven patients had achieved partial responses, or PR, which were confirmed with at least two post-baseline scans.
−Removed: Five patients had unconfirmed partial responses, or PRus, based on having received only one post-baseline scan as of the interim data cutoff date.
−Removed: Their next scheduled scan, subsequent to the interim data cutoff date, revealed the following:
−Removed: Four PRs were confirmed and one patient was in stable disease, or SD.
−Removed: An Objective Response Rate, or ORR, of 33% (11 confirmed PRs out of 33 patients) was demonstrated in all evaluable patients, unenriched for FolRα-expression levels at both dose levels.
−Removed: 14 total patients experienced SD and 8 patients had progressive disease, or PD.
−Removed: Dose response was observed, with an ORR of 47% (8 PRs out of 17 patients) for patients who started at the 5.2 mg/kg dose level, unenriched for biomarker status.
+Added: The patients were also assessed for FolRα
Higher FolRα
expression levels calculated using tumor proportion scores, or TPS, correlated with higher response rates.
−Removed: We have identified TPS as a potentially appropriate scoring algorithm for STRO-002 with respect to the biomarker enrichment strategy.
−Removed: Based on an exploratory cut-off of TPS > 25%, we observed a 40% ORR (10 PRs out of 25 patients) irrespective of initial dose.
−Removed: TPS <=25% demonstrated a 13% ORR.
−Removed: In a limited number of patients with TPS > 25% and who were treated with an initial dose of 5.2 mg/kg, we further observed a 53.8% ORR (7 PRs out of 13 patients).
−Removed: Based on the population statistics in our Phase 1 trial, an enrichment approach of TPS > 25% FolRα
−Removed: expression may enable treatment of about 70% of the advanced ovarian cancer patient population.
−Removed: Safety signals from the 43 safety evaluable patients, at the 5.2 mg/kg and 4.3 mg/kg starting dose levels, were consistent with data from the dose-escalation cohort, including:
−Removed: No qualitatively new safety signals were observed in the dose-expansion cohort, including the absence of keratopathy.
−Removed: 85.5% TEAEs were Grade 1-2.
−Removed: Neutropenia was the leading TEAE, resulting in treatment delay or dose reduction.
+Added: We have identified TPS as a potentially appropriate scoring algorithm for luvelta with respect to the biomarker enrichment strategy.
+Added: Of the 44 patients in this cohort, 9 had a TPS score of less than or equal to 25%, while 35 had a TPS score of greater than 25%.
+Added: Of these 35 patients, as of the data cutoff date of November 8, 2022, 32 had at least one post-baseline scan, and therefore were evaluable for RECIST v1.1 responses.
+Added: The results demonstrated that luvelta provided substantial clinical benefit in FolRα-selected patients, defined by TPS of >25%, with a 37.5% overall response rate (ORR), median DOR of 5.5 months, and median PFS of 6.1 months, regardless of starting dose.
+Added: Results also demonstrated the higher starting dose of 5.2 mg/kg provided greater patient benefit compared to the lower starting dose of 4.3mg/kg.
+Added: FolRα-selected patients account for approximately 80% of the patient population in advanced ovarian cancer, as represented in the patient stratification in the Phase 1 study.
+Added: In particular:
+Added: Patients who were FolRα-selected, defined by TPS >25%, regardless of starting dose, demonstrated an ORR of 37.5% (n=32) with a median DOR of 5.5 months (n=12) and a median PFS of 6.1 months (n=35).
+Added: Estimated targeted luvelta patient population is approximately 80% of advanced ovarian cancer patients based on pooled Phase 1 biomarker data.
+Added: Luvelta demonstrated a FolRα-dependent response, with patients who were unselected for FolRα
+Added: (TPS ≤25%) demonstrating an 11.1% ORR (n=9) with a median DOR of 2.9 months (n=1) and a median PFS of 3.8 months (n=9).
+Added: FolRα-selected patients given the 4.3 mg/kg dose of luvelta demonstrated an ORR of 31.3% (n=16), a median DOR of 13 months (n=5) and a median PFS of 6.1 months (n=19).
+Added: Luvelta, when given to FolRα-selected patients at a starting dose of 5.2 mg/kg, provided greater patient benefit than a starting dose of 4.3 mg/kg, with the 5.2 mg/kg dose of luvelta demonstrating an ORR of 43.8% (n=16), a median DOR of 5.4 months (n=7) and a median PFS of 6.6 months (n=16)
+Added: Safety signals from the 44 patients at the 5.2 mg/kg and 4.3 mg/kg starting dose levels, were consistent with data from the dose-escalation cohort, including:
+Added: No qualitatively new safety signals were observed in the dose-expansion cohort, including the absence of meaningful ocular or lung toxicity signals or complications.
+Added: Neutropenia was the leading TEAE that resulted in a treatment delay or a dose reduction.
The majority of the cases of neutropenia were generally asymptomatic and resolved with a one-week dose delay or, in other cases, with standard medical treatment, including the use of G-CSF.
+Added: Arthralgia was the second most common Grade 3 or higher, or Grade 3+, TEAE and second most common TEAE leading to dose reduction.
There were limited observed cases of febrile neutropenia, including one Grade 5 event at the 5.2 mg/kg starting dose level and one Grade 3 event at the 4.3 mg/kg starting dose level.
The trial protocol was subsequently updated to require dose reduction for Grade 4 neutropenia.
−Removed: Data from the STRO-002 dose-expansion cohort are expected to provide further information to inform regulatory discussions and a global registration strategy.
−Removed: Additionally, a Phase 1 trial to assess the combination of STRO-002 and bevacizumab for treatment of ovari an cancer was opened for enrollment in December 2021.
−Removed: We expect to present initial results from this study in the first half of 2023.
−Removed: Moreover, an expansion cohort for FolRα-selected endometrial cancer began enrolling patients in the fourth quarter of 2021.
−Removed: We expect to present initial results from this study in the first half of 2023.
−Removed: Finally, we plan to initiate a pilot study to assess STRO-002 for the treatment of NSCLC and other non-gynecologic cancers in the second half of 2022.
+Added: In 2022 we initiated an exploratory cohort, or cohort C, of 15 patients to assess the safety of treatment with luvelta at 5.2 mg/kg in combination with prophylactic pegfilgrastim and presented preliminary data from ten patients from this cohort in January 2023.
+Added: Early results from these initial 10 patients in cohort C, when compared to patients who were not given prophylactic pegfilgrastim in the dose-expansion cohort at the 5.2 mg/kg dose (n=21) demonstrated substantial reductions in Grade 3+ neutropenia and instances of dose delays.
+Added: In particular:
+Added: Grade 3+ neutropenia was reduced from 66.7% to 10.0%, resulting in an 85.0% decrease in Grade 3+ neutropenia rates at the first cycle of luvelta (p=0.006).
+Added: Instances of dose delays at the second cycle of luvelta were reduced by 60.6% (p=0.021).
+Added: Additionally, we opened for enrollment a Phase 1 trial to assess the combination of STRO-002 and bevacizumab for treatment of ovarian cancer in December 2021 and began enrolling patients in an expansion cohort for FolRα-selected endometrial cancer in the fourth quarter of 2021.
+Added: We expect to present initial results from each of these studies in the second half of 2023.
+Added: Further, we plan to submit an IND for the treatment of NSCLC with luvelta by the end of 2023 or in early 2024.
+Added: We are also seeking to develop luvelta for the treatment of CBF/GLIS AML in pediatric patients.
+Added: Initial access to luvelta in this indication has been provided through compassionate use.
+Added: Initial data on the anti-leukemic activity of luvelta in 17 pediatric patients with relapsed/refractory CBF/GLIS AML was presented at ASH 2022.
+Added: The ASH 2022 presentation included results from 17 patients treated with luvelta that were relapsed or refractory to standard of care treatments.
+Added: The median age of the patients treated was two years old and the median number of prior therapies was two.
+Added: Eight of the patients had previously undergone a stem cell transplant (SCT).
+Added: Luvelta was well-tolerated as a monotherapy agent and in combination with standard of care therapies.
+Added: In the 17 patients treated, Best Overall Response (BOR) included eight patients with complete remission (CR), of which seven patients were minimal residual disease (MRD) negative.
+Added: 47% of the patients achieved complete remission and 53% of the patients achieved partial response or stable disease.
+Added: Responders were observed in varying contexts, including those with or without prior stem cell transplant and in monotherapy or in combination with cytotoxic therapy.
+Added: We met with the FDA to discuss our clinical development plan for luvelta to treat pediatric CFB/GLIS AML in January 2023 and plan to submit an IND for this indication in the first half of 2023.
+Added: STRO-001, an ADC Directed Against the Cancer Target CD74
+Added: We are developing STRO-001, an optimally designed ADC directed against the cancer target CD74, for multiple myeloma and NHL.
+Added: STRO-001 was designed and optimized for maximal therapeutic index by placing linker-warheads at specific locations within the antibody using our proprietary XpressCF+ ® platform.
+Added: We have completed enrollment for STRO-001 in a Phase 1 trial for multiple myeloma and NHL for which we reported updated data in December 2020.
+Added: Based on such reported data, STRO-001 has been generally well-tolerated and no ocular toxicity signals have been observed, with no patients receiving prophylactic corticosteroid eye drops.
+Added: The maximum tolerated dose of STRO-001 has been identified.
+Added: We have paused further enrollment of patients in the STRO-001 Phase 1 trial following identification of the maximum tolerated dose.
+Added: In October 2018, we were granted Orphan Drug Designation by the FDA for STRO-001 for the treatment of multiple myeloma.
+Added: In October 2021, we entered into the BioNova Option Agreement.
+Added: CD74 Overview and Current Limitations
+Added: CD74 is a transmembrane glycoprotein, or a protein with an attached sugar that spans the inside and outside of a cell.
+Added: While normal tissues appear to have minimal CD74 expression levels, CD74 is an important B cell target for multiple myelomas and lymphomas.
+Added: CD74 is expressed in approximately 90% of B cell cancers, including multiple myeloma and lymphoma.
+Added: Currently, there are no approved therapeutics that specifically target CD74 for treatment of B cell malignancies.
+Added: We believe earlier ADCs being developed against the target CD74 were ineffective either because
+Added: they failed to achieve sufficient killing of malignant B cells or they were unable to achieve a sufficient therapeutic benefit before toxicities limited further dose escalations.
+Added: B Cell Malignancies Overview and Current Limitations
+Added: B cell malignancy tumor subtypes include multiple myeloma and NHL, which includes mantle cell lymphoma, diffuse large B cell lymphoma, or DLBCL, and follicular lymphoma.
+Added: In the United States alone in 2019, the prevalence of multiple myeloma and NHL was estimated at more than 920,000 cases, and the American Cancer Society estimated that there would be more than 116,000 new cases of multiple myeloma and NHL in 2023.
+Added: Although several therapeutics have recently been approved for the treatment of specific B cell malignancies, including immunotherapies, targeted kinase inhibitors, ADC and CAR-T cell therapies, unmet need persists.
+Added: Many of these therapeutics are typically used in combination with other agents to provide the most potent anti-cancer effect.
+Added: While these new therapies have demonstrated improvements in survival, the majority of these patients ultimately relapse during treatment and some experience a resistance to therapy.
+Added: Our Solution, STRO-001
+Added: Our first internally developed product candidate is STRO-001, which we believe has the potential to be a first-in-class and best-in-class ADC directed against the cancer target CD74, an antigen that is highly expressed in many B cell malignancies and is an attractive target for an ADC therapeutic, given its rapid internalization by the cell.
+Added: STRO-001 is an ADC targeting the CD74 protein antigen that was developed using our proprietary XpressCF ® and XpressCF+ ® platforms.
+Added: STRO-001 is composed of an antibody stably conjugated to a highly potent cytotoxic drug, a maytansinoid derivative, at two specific sites on the antibody using a non-cleavable linker.
+Added: STRO-001 degrades inside of tumor cells to release very potent intracellular catabolites whose hydrophilic nature results in poor permeability into surrounding cells.
+Added: We believe this decreases the potential of off-target effect in normal tissues.
+Added: From a safety perspective, we designed STRO-001 to have an optimal potency to toxicity ratio.
+Added: We rationally selected a homogeneous ADC with a drug-antibody ratio, or DAR, of two.
+Added: Heterogeneous ADCs typically have DARs that range from zero to eight, with lower DARs generally being associated with less potency and higher DARs generally being associated with a negative impact on pharmacokinetics and toxicity.
+Added: We chose a DAR of two after demonstrating that DARs of four or six did not increase the preclinical efficacy of STRO-001.
+Added: In October 2018, we were granted orphan drug designation by the FDA, for STRO-001 for the treatment of multiple myeloma.
+Added: Phase 1 Clinical Trial
+Added: The Phase 1 trial for STRO-001 is an open-label study that is evaluating STRO-001 as a monotherapy for patients with multiple myeloma and NHL.
+Added: The trial is being conducted in two parts:
+Added: dose escalation and dose expansion.
+Added: The primary objectives of the trial are to determine the safety and tolerability profile of STRO-001, determine the recommended Phase 2 dose and interval and evaluate preliminary anti-tumor activity.
+Added: The secondary objectives are to characterize the human pharmacokinetics of STRO-001 and additional safety, tolerability and efficacy measures.
+Added: Our Phase 1 trial of STRO-001 has been enrolling adult patients with advanced and/or refractory multiple myeloma and NHL (including DLBCL, mantle cell lymphoma and follicular lymphoma) who are refractory to, or intolerant of, all established therapies known to provide clinical benefit for their condition.
+Added: Multiple myeloma and NHL patients have been enrolled in two separate dose escalation cohorts, starting initially with an accelerated dose titration design.
+Added: Treatment is currently scheduled on day one of a 21-day cycle.
+Added: We submitted our IND for STRO-001 in December 2017 and the first patient was dosed in April 2018.
+Added: In October 2018, we were granted Orphan Drug Designation by the FDA for STRO-001 for the treatment of multiple myeloma.
+Added: In December 2020, we reported data from the NHL cohort from the dose escalation portion of the Phase 1 trial as of October 30, 2020:
+Added: Most (90%) treatment emergent adverse events were Grade 1 or 2 events of nausea, fatigue, chills, anemia, headache, dyspnea, abdominal pain, vomiting, decreased appetite and pyrexia, and no ocular or neuropathy toxicity signals have been observed.
+Added: Subsequent to a previously announced protocol amendment in 2019 requiring pre-treatment screening imaging for patients at risk for thromboses, no thromboembolic events have been observed.
+Added: In the seven patients with diffuse large B-cell lymphoma, one complete response and two partial responses were observed.
+Added: Out of other NHL types, two patients with follicular lymphoma had stable disease, of which one is still on treatment at nine weeks.
+Added: One patient with marginal zone lymphoma had stable disease and is still on treatment at 39 weeks.
+Added: We have reached the maximum tolerated dose for STRO-001 and have paused further enrollment of patients in the Phase 1 study.
+Added: The next phase of development for STRO-001 includes further dose optimization by BioNova in the Greater China territory.
+Added: BioNova announced in February 2023 the dosing of the first patient in a phase 1 clinical study of STRO-001 for the treatment of advanced NHL.
+Added: In October 2021, we entered into the BioNova Option Agreement to confer BioNova the option to obtain exclusive rights to develop and commercialize STRO-001 in Greater China.
+Added: BioNova intends to pursue the clinical development, regulatory approval, and commercialization of STRO-001 in multiple indications, including NHL, multiple myeloma, and leukemia in the licensed territory.
+Added: We will retain development and commercial rights of STRO-001 globally outside of Greater China, including the United States.
+Added: STRO-003, An ADC Directed Against ROR-1
+Added: We have recently progressed the development candidacy of STRO-003, a ROR1 ADC for the treatment of ROR1-expressing solid tumors, including triple negative breast cancer, or TNBC, NSCLC, and ovarian cancer.
+Added: STRO-003 is an anti-ROR1 human IgG1 antibody conjugated using our XpressCF+ ® platform technology to a cleavable DBCO-PEGylated β-glucuronide-exatecan linker-payload, at a DAR of approximately 8.
+Added: Currently, there are no therapeutics approved that specifically target ROR1, although there is one ROR1-targeting ADC, zilovertamab vedotin, or ZV (also known as MK-2140, VLS-101), in Phase 2 testing targeting DLBCL, mantle cell lymphoma, or MCL, NSCLC, and breast cancer.
+Added: Based on preclinical in vitro and in vivo data, we believe that STRO-003 has the potential for an improved therapeutic index compared to ZV.
+Added: We believe these features present a unique opportunity for clinical development of STRO-003 to address unmet medical needs in hematological malignancies, ovarian cancer, TNBC and NSCLC.
+Added: We believe STRO-003 has been precisely designed and optimized to provide the potential for a best-in-class ADC targeting ROR-1.
+Added: Our proprietary non-natural amino acid, which provides the substrate for conjugation to our proprietary β-glucuronidase cleavable exatecan linker warhead, have been placed at what we believe are the optimal sites in the amino acid sequence of our high affinity anti-ROR1 antibody, resulting in enhanced performance and stability in preclinical in vitro and in vivo models.
+Added: These models also suggest that our β-glucuronidase cleavable linkers may provide greater tumor specificity and enhanced tolerability relative to a protease-cleavable linker delivering an exatecan payload.
+Added: In particular, in a non-human primate safety study, we did not observe neutropenia, ocular toxicity signals or lung toxicity signals even in the highest dose cohort for STRO-003.
+Added: Finally, our preclinical testing has shown that the exatecan payload delivered by STRO-003 elicits potent tumor cell killing, bystander activity and immunogenic cell death, which we believe may provide meaningful clinical benefit to patients.
+Added: STRO-003 Business Opportunity
+Added: We believe ROR1 is a favorable target for an ADC due to its limited normal tissue expression, as well as its prevalence in solid tumors and B cell malignancies, including CLL, DLBCL, MCL, TNBC, NSCLC, and ovarian cancer.
+Added: Its expression is correlated with poor prognosis in different cancers.
+Added: Currently, there are no approved therapeutics that specifically target ROR1, but it is a target of increasing interest with several clinical-stage ADCs in development, including ZV (Phase 2), NBE-002 (Phase 1), and CS5001 (Phase 1).
+Added: We have developed site-specific ADCs targeting ROR1 and have nominated STRO-003 for further development.
Additional Discovery Efforts
9 unchanged sentences
We believe that our iADC approach creates a new therapeutic opportunity by combining the best features of an ADC with the biology of a personalized vaccine.
−Removed: Our bispecific antibody drug discovery programs are focused on T cell-engagers.
−Removed: We are using our technology to find the optimum protein structure and T cell-engaging properties to maximize safety and efficacy for this promising class of cancer therapeutics.
+Added: In addition, development of our XpressCF+ ® platform to enable homogenous, dually-conjugated iADCs also enables us to discover, develop and manufacture ADC 2 molecules.
+Added: In these ADC 2 molecules, two different linker-warheads are precisely conjugated at specific positions to deliver two different small molecule payloads to a single cancer cell.
+Added: We are actively investigating different combinations of payloads to identify synergistic pairings with differentiated toxicity profiles.
+Added: We believe such ADC 2 molecules have the potential to provide the next generation of highly potent cancer therapeutics with acceptable safety and tolerability.
+Added: Our bispecific antibody drug discovery programs are focused on bispecific ADCs.
+Added: We believe such compounds can provide improved specificity for tumors and could potentially spare healthy tissues expressing one, but not both, of the antigens targeted by the bispecific ADC.
Collaboration and License Agreements
4 unchanged sentences
In December 2021, Merck did not extend the research term for the second research program of the collaboration and that research program reverted to us.
−Removed: The first program of the collaboration is focused on two distinct cytokine derivative molecules for the treatment of cancer.
−Removed: In March 2020, Merck exercised its option to extend the research term of the collaboration’s first cytokine-derivative program by one year, which, pursuant to the terms of the 2018 Merck Agreement, triggered a payment of $5.0 million to us.
+Added: The first program of the collaboration is focused on MK-1484, a distinct cytokine derivative molecule for the treatment of cancer.
+Added: In March 2020, Merck exercised its option to extend the research term of the collaboration’s first cytokine-derivative program by one year, which, pursuant to the terms of the 2018 Merck Agreement, triggered a payment
+Added: of $5.0 million to us.
In the second quarter of 2021, we earned a $15.0 million contingent payment for the initiation by Merck of the first IND-enabling toxicology study under the first cytokine-derivative program in the collaboration.
In September 2021, Merck agreed to extend the research term of this program for an additional two years to facilitate completion of preclinical research and development activities for a second candidate molecule in the program, which has a novel design and approach.
−Removed: In connection with the extension, we received an initial $2.5 million payment and are eligible for additional payments of up to $7.5 million.
+Added: In connection with the extension, we received an initial $2.5 million payment.
+Added: Merck decided not to pursue further development of a second molecule under the first cytokine-derivative program of the collaboration and therefore allowed the option to extend the period for nomination of additional clinical candidates to expire in June 2022.
+Added: In July 2022, the first patient was dosed with MK-1484 in a Phase 1 study.
+Added: As a result of this achievement, we received a $10.0 million contingent payment from Merck.
In August 2020, we entered into a Pre-Clinical and Clinical Supply Agreement with Merck, wherein Merck requested us to provide manufacturing services, including clinical product supply, upon completion of the research programs under the 2018 Merck Agreement.
The consideration for the services is based on an agreed-upon level of FTE personnel effort and related reimbursement rate in addition to agreed-upon pricing for the clinical product supply.
−Removed: We are also eligible to receive aggregate contingent payments of up to approximately $0.5 billion for the target program selected by Merck, assuming the development and sale of the related therapeutic candidates and all possible indications identified under the collaboration.
+Added: We are also eligible to receive aggregate contingent payments of up to approximately $0.5 billion for the target program selected by Merck, assuming the development and sale of the related therapeutic candidate and all possible indications identified under the collaboration.
If one or more products from the target program is developed for non-oncology or a single indication, we will be eligible for reduced aggregate milestone payments.
7 unchanged sentences
Throughout this Annual Report, we refer to Celgene as BMS and our agreements with Celgene as the BMS Agreement and the 2018 BMS Master Services Agreement.
−Removed: In September 2014, we signed a Collaboration and License Agreement with BMS to discover and develop bispecific antibodies and/or “ADCs”, focused primarily on the field of immuno-oncology, using our proprietary integrated cell-free protein synthesis platform, XpressCF ® .
−Removed: In August 2017, we entered into an amended and restated collaboration and license agreement with BMS to refocus the collaboration on four programs that were advancing through preclinical development, including an ADC program targeting B cell maturation antigen, or the BCMA ADC.
+Added: In September 2014, we signed a Collaboration and License Agreement with BMS to discover and develop bispecific antibodies and/or ADCs, focused primarily on the field of immuno-oncology, using our proprietary integrated cell-free protein synthesis platform, XpressCF ® .
+Added: In August 2017, we entered into an amended and restated collaboration and license agreement with BMS to refocus the collaboration on four programs that were advancing through preclinical development, including an ADC program targeting B cell maturation antigen, or the BCMA ADC, CC-99712.
Upon signing the BMS Agreement in 2014, we received an upfront, nonrefundable payment totaling $83.1 million.
16 unchanged sentences
The Collaboration Agreement was subsumed into the License Agreement (the “MDA Agreement”), which agreement is to develop ADCs for multiple cancer targets.
−Removed: Our collaboration with EMD Serono has yielded a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, for which an IND submission was filed in the second half of 2020 and which is currently under investigation in a Phase 1 trial for the treatment of solid tumors, including metastatic non-small cell lung cancer and esophageal squamous cell carcinoma.
+Added: Our collaboration with EMD Serono has yielded a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, for which an IND submission was filed in the second half of 2020.
+Added: Recently, EMD Serono decided to close the Phase 1a trial of M1231 in patients with solid tumors and not initiate a previously planned expansion study.
+Added: EMD Serono stated that the decision was based on strategic portfolio considerations.
Upon signing the Collaboration Agreement, we received an upfront, nonrefundable, non-creditable payment totaling $10.0 million.
Upon signing the MDA Agreement, we received an additional upfront, nonrefundable, non-creditable payment totaling $10.0 million and will receive financial support for research and development services to be provided by us, based on an agreed-upon level of FTE personnel effort and related reimbursement rate.
−Removed: Under a supply agreement with EMD Serono, we provide them with product candidate materials for IND-enabling
−Removed: and Phase 1 clinical studies.
+Added: Under a supply agreement with EMD Serono, we provide them with product candidate materials for IND-enabling and Phase 1 clinical studies.
The consideration for any related services is based on an agreed-upon level of FTE personnel effort and related reimbursement rate in addition to agreed-upon pricing for providing the materials.
6 unchanged sentences
Either we or EMD Serono has the right to terminate the MDA Agreement based on the other party’s uncured material breach or bankruptcy.
+Added: Astellas Agreement
+Added: In June 2022, we entered into a license and collaboration agreement with Astellas, or the Astellas Agreement, for the development of immunostimulatory antibody-drug conjugates for up to three biological targets, to be identified by Astellas.
+Added: We will conduct research and pre-clinical development of any compound (as designated by Astellas) in each of the three programs in accordance with the terms of a research plan between us and Astellas.
+Added: Astellas will have an exclusive worldwide license to develop and commercialize any such designated compound, subject to our rights to participate in cost and profit sharing in the United States, as described below.
+Added: Pursuant to the Astellas Agreement, we received from Astellas a one-time, nonrefundable, non-creditable, upfront payment of $90.0 million during the year ended December 31, 2022.
+Added: We are also eligible to receive up to $422.5 million in development, regulatory and commercial milestones for each product candidate, and tiered royalties ranging from low double-digit to mid-teen percentages on worldwide sales of any commercial products that may result from the collaboration, subject to customary deductions under certain circumstances.
+Added: We can also elect to convert any product candidate into a cost and profit-sharing arrangement, for the United States only.
+Added: In the event we make such election, we will share commercialization costs and profits relating to such product candidate equally with Astellas in the United States, and no royalties will be due from Astellas for net sales of such product candidates in the United States.
+Added: The Astellas Agreement contains customary provisions for termination, including by Astellas for convenience upon 30 days’
+Added: written notice and by either party for cause, including for material breach (subject to cure).
+Added: We have certain reversion rights as to product candidates in connection with certain termination events.
Stanford License
7 unchanged sentences
Vaxcyte (formerly known as SutroVax) Relationship
−Removed: In 2013, we and Johnson & Johnson Innovation, through the Johnson & Johnson Development Corporation, provided initial co-funding for Vaxcyte, Inc., or Vaxcyte, with which we have a license agreement and a supply agreement.
+Added: In 2013, we and Johnson & Johnson Innovation, through the Johnson & Johnson Development Corporation, provided initial co-funding for Vaxcyte, Inc., or Vaxcyte, with which we have a license agreement, a supply agreement and an option agreement related to certain development and manufacturing rights.
Under the license agreement, Vaxcyte has the right to use the XpressCF ® and XpressCF+ ® platforms to discover and develop vaccine candidates for the treatment or prophylaxis of infectious diseases.
−Removed: The lead program for Vaxcyte is a broad-spectrum pneumococcal conjugate vaccine.
+Added: The lead program for Vaxcyte is VAX-24, its 24-valent pneumococcal conjugate vaccine candidate.
Vaxcyte is responsible for performing all research and development activities, and we provide technical support and supply XtractCF ® and other materials to Vaxcyte.
−Removed: Vaxcyte has announced that the IND for its first clinical product, VAX-24, a 24-valent pneumococcal conjugate vaccine, was cleared by the FDA in January 2022 and announced in February 2022 that the first participants had been dosed in a Phase 1/2 clinical study.
+Added: In the first quarter of 2022, Vaxcyte announced initiation of a Phase 1/2 clinical proof-of-concept study of VAX-24, under investigation for the prevention of invasive pneumococcal disease in adults and announced in October 2022 positive topline data from such study in adults aged 18-64.
In May 2018, we entered into a Supply Agreement with Vaxcyte, wherein Vaxcyte engaged us to supply extracts and custom reagents, as requested by Vaxcyte.
The pricing is based on an agreed upon cost plus arrangement.
+Added: In December 2022, we entered into a letter agreement (the “Vaxcyte Agreement”) with Vaxcyte and granted Vaxcyte an option to obtain development and manufacturing rights for XtractCF® that, when exercised, would grant Vaxcyte the right to make and source our cell-free extract for research, development, and manufacture of vaccines for the prophylaxis and treatment of infectious disease.
+Added: Pursuant to the Vaxcyte Agreement, we received a one-time, nonrefundable, non-creditable, upfront payment of $10.0 million in cash, and 167,780 shares of Vaxcyte common stock with a fair value of $7.5 million in December 2022.
+Added: We will receive an additional nonrefundable, non-creditable payment of $5.0 million after we and Vaxcyte mutually agree in writing upon the Form Definitive Agreement that will become effective upon Vaxcyte’s exercise of the option.
+Added: In the event that Vaxcyte elects to exercise the option, Vaxcyte will pay us $75.0 million in cash in two installments, and upon the occurrence of certain regulatory milestones, certain additional milestone
+Added: payments totaling up to $60.0 million.
+Added: In the event that Vaxcyte undergoes a change of control, and subsequently exercises the option, a substantial majority of the milestone payments are accelerated.
We hold 0.7 million shares of common stock of Vaxcyte and are eligible for four percent royalties on worldwide net sales of any vaccine candidates for human health use under the license agreement.
1 unchanged sentence
Vaxcyte has the right to terminate the Vaxcyte license agreement for convenience upon prior written notice.
−Removed: Either party may terminate for the other party’s material uncured breach.
+Added: Either party may terminate for the other party’s material uncured breach under certain circumstances.
Tasly Relationship
2 unchanged sentences
We retained development and commercial rights of STRO-002 globally outside of Greater China, including the United States.
−Removed: Under the Tasly License Agreement, Tasly is obligated to make an initial payment to us of $40.0 million, with additional potential payments totaling up to $345.0 million related to development, regulatory and commercialization contingent payments and milestones.
+Added: Under the Tasly License Agreement, Tasly was obligated to make an initial payment to us of $40.0 million, with additional potential payments totaling up to $345.0 million related to development, regulatory and commercialization contingent payments and milestones.
We will provide STRO-002 to Tasly under appropriate clinical and commercial supply service agreements.
1 unchanged sentence
In February 2022, Tasly indicated that it would like to discuss and renegotiate the terms of the Tasly License Agreement.
−Removed: Based on the currently ongoing discussions, we believe substantial uncertainty exists as to whether Tasly will timely deliver the initial payment of $40.0 million to us in accordance with the terms of the Tasly License Agreement.
−Removed: We believe that we have performed all our material obligations under the Tasly License Agreement and are considering all remedies available under the Tasly License Agreement.
−Removed: Of note, no new or updated clinical data has been shared by us with Tasly subsequent to our STRO-002 initial dose-expansion data release in January 2022.
+Added: In April 2022, we entered amendment No.
+Added: 1, or the Tasly Amendment, to the Tasly License Agreement.
+Added: Pursuant to the Tasly Amendment, the initial nonrefundable upfront payment due by Tasly was amended to $25.0 million, and a $15.0 million payment will become payable to us upon the achievement of certain regulatory milestones.
+Added: The Tasly Amendment also added an additional regulatory milestone payment to the Tasly License Agreement, providing additional potential payments totaling up to $350.0 million related to development, regulatory and commercialization milestones, beyond the payments described above, and made certain other ministerial edits.
Tasly has the right to terminate the Tasly License Agreement for convenience or other reasons specified in the Tasly License Agreement, upon prior written notice.
BioNova Relationship
−Removed: In October 2021, we entered into the BioNova Option Agreement to confer BioNova the right to obtain exclusive rights to develop and commercialize STRO-001 in Greater China.
+Added: In October 2021, we entered into the BioNova Option Agreement to confer BioNova the right to obtain exclusive rights to develop and commercialize STRO-001 in Greater China and amended the BioNova Option Agreement with BioNova in the first quarter of 2023.
BioNova will pursue the clinical development, regulatory approval, and commercialization of STRO-001 in multiple indications, including NHL, multiple myeloma, and leukemia in the licensed territory.
We retain development and commercial rights of STRO-001 globally outside of Greater China, including the United States.
−Removed: Under the BioNova Option Agreement, BioNova paid the Company an initial licensing option payment of $4.0 million, with potential payments totaling up to $200.0 million related to option exercise, development, regulatory, and commercial milestones.
+Added: Under the BioNova Option Agreement, BioNova paid the Company an initial licensing option payment of $4.0 million, with potential payments totaling up to $199.0 million related to the initial payment, option exercise, development, regulatory, and commercial milestones, including the right to exercise the license option for a payment of $12.0 million.
We will provide STRO-001 to BioNova under appropriate clinical and commercial supply service agreements.
3 unchanged sentences
We have significant expertise in the production of therapeutic biologics.
−Removed: Our proprietary XpressCF ® platform is a cell-free protein synthesis technology that enables rapid and systematic process development, streamlined scale-up and cGMP manufacturing.
+Added: Our proprietary XpressCF ® platform is a cell-free protein synthesis technology that enables rapid and systematic process development, streamlined scale-up and GMP manufacturing.
Extract and Reagents
−Removed: We manufacture our cell-free extract and related reagents in our cGMP manufacturing facility in San Carlos, California for our clinical trials and supply commitments.
−Removed: If we are successful in developing an effective strategic relationship with a contract manufacturing organization, or CMO, we would consider supplementing our manufacturing capacity by outsourcing the production of cell-free extract and related reagents to one or more such CMO(s) to cover our needs during product launch and for long-term commercial supply.
+Added: We manufacture our cell-free extract and related reagents in our GMP manufacturing facility in San Carlos, California for our clinical trials and supply commitments.
+Added: We have identified a contract manufacturing organization, or CMO, to serve as our strategic partner for the production of cell-free extract and have initiated technology transfer to this CMO.
+Added: Similarly, we have identified a CMO to produce custom reagents used in our cell-free production and have initiated this technology transfer as well.
+Added: We expect both technology transfers to be substantially complete in 2023.
Drug Substance and Drug Product
1 unchanged sentence
The production of antibodies will be done by either us or CMOs, depending on our internal cGMP production capacity.
+Added: We have identified a CMO to produce the antibody component of our products at scale and technology transfer of the manufacturing process is underway.
The production of all other necessary elements for the manufacture of our ADC product candidates, and the final manufacture of the ADC drug product, will be handled entirely by CMOs.
1 unchanged sentence
We utilize industry established production steps for the purification of our antibodies.
−Removed: The CMOs we have selected have strong track records in cGMP manufacturing with expertise in clinical or commercial drug manufacturing for the cytotoxic agent, conjugation and fill-finish of therapeutic biologics.
+Added: The CMOs we have selected have strong track records in cGMP manufacturing with expertise in clinical or commercial drug manufacturing for cytotoxic agents, large scale manufacture of antibodies, conjugation and fill-finish of therapeutic biologics.
All activities from cell-free extract production to formulated drug product are performed to maintain aggressive timelines and minimize delays.
3 unchanged sentences
We face substantial competition from biotechnology and biopharmaceutical companies developing products in immuno-oncology.
−Removed: Our competitors include larger and better funded biopharmaceutical, biotechnological and therapeutics companies, including companies focused on cancer immunotherapies, such as AstraZeneca PLC, BMS, GlaxoSmithKline PLC, Merck, Novartis AG, Pfizer Inc., or Pfizer, Roche Holding Ltd, Sanofi S.A and companies focused on ADCs, such as Pfizer, GlaxoSmithKline PLC, Daiichi Sankyo Company, Limited, ImmunoGen, Inc., Mersana Therapeutics, Inc., or Mersana, Seagen, Inc., Genentech, Inc., or Genentech, Gilead Sciences, Inc., or Gilead, and ADC Therapeutics SA, as well as numerous small companies.
+Added: Our competitors include larger and better funded biopharmaceutical, biotechnological and therapeutics companies, including companies focused on cancer immunotherapies, such as AstraZeneca PLC, BMS, GlaxoSmithKline PLC, Johnson & Johnson, Merck Sharp & Dohme LLC, Novartis AG, Pfizer Inc., or Pfizer, Roche Holding Ltd, Sanofi S.A., and companies focused on ADCs, such as BMS, Pfizer, GlaxoSmithKline PLC, Daiichi Sankyo Company, Limited, Eisai, Co., Ltd., ImmunoGen, Inc., Eli Lilly & Company, Pfizer, Exelixis, Inc., Seagen, Inc., Astellas Pharma Inc., Genentech, Inc., or Genentech, Gilead Sciences Inc., Mersana Therapeutics, Inc., and ADC Therapeutics SA, as well as numerous small companies.
Moreover, we also compete with current and future therapeutics developed at universities and other research institutions.
If our most advanced product candidates are approved, they will compete with a range of therapeutic treatments that are either in development or currently marketed.
−Removed: Currently marketed oncology drugs and therapeutics range from monoclonal antibodies, such as Genentech’s Herceptin;
+Added: Currently marketed oncology therapeutics include a range of biologic modalities with the top selling products by class spanning tumor targeting monoclonal antibodies, such as Johnson & Johnson’s Darzalex;
to ADCs, such as Genentech’s Kadcyla;
−Removed: to immune checkpoint inhibitors, such as BMS’s Opdivo;
+Added: to immune checkpoint inhibitors, such as Merck’s Keytruda;
to T cell-engager immunotherapies, such as Amgen, Inc.’s Blincyto;
1 unchanged sentence
In addition, numerous compounds are in clinical development for cancer treatment.
−Removed: With respect to B cell-based malignancies, such as multiple myeloma, the most common treatments are chemotherapeutic compounds, radiation therapy, stem cell transplantation, corticosteroids, immunotherapy and targeted therapy.
The clinical development pipeline for cancer includes small molecules, antibodies, vaccines, cell therapies and immunotherapies from a variety of companies and institutions.
+Added: We also face substantial competition from biotechnology and biopharmaceutical companies developing products with FolRα-targeted therapies, including naked antibodies, small molecule drug conjugates, ADCs, and T cell retargeting molecules.
+Added: The most advanced clinically active agent targeting FolRα
+Added: to date has been Immunogen’s ELAHERE (mirvetuximab soravtansine IMGN853), an ADC composed of a FolRα-binding antibody linked to the tubulin-disrupting maytansinoid, DM4, via a cleavable linker.
+Added: BMS and Eisai, are also co-developing a FolRα-targeted ADC for the treatment of cancers, including ovarian cancers, identified as MORAb-202.
Many of our competitors, either alone or with strategic partners, have substantially greater financial, technical, manufacturing, marketing, sales, supply and human resources or experience than we have.
50 unchanged sentences
antibodies and antibody fragments containing one or more non-natural amino acids at defined positions in their amino acid sequences;
−Removed: antibodies targeting receptors of interest, including CD74, FolRα, BCMA, and EpCAM, and methods of treating therewith;
−Removed: ADCs targeting receptors of interest, including CD74, FolRα
−Removed: and BCMA, and methods of treating therewith;
+Added: antibodies targeting receptors of interest, including CD74, FolRα, BCMA, ROR1 and EpCAM, and methods of treating therewith;
+Added: ADCs targeting receptors of interest, including CD74, FolRα, ROR1 and BCMA, and methods of treating therewith;
combination therapies with anti-Folα
1 unchanged sentence
iADCs, and TLR7 and TLR7/8 agonists, and methods of treating therewith;
+Added: an exatecan linker-warhead that is used in our STRO-003 product candidate;
hemiasterlin, both as a cytotoxin and as a linker-warhead, which is used in our STRO-002 product candidate;
−Removed: para-azidomethylphenylalanine, or pAMF, and proteins comprising pAMF, our workhorse non-natural amino acid which is primarily used when we conjugate molecules to proteins produced with our XpressCF+ ®TM platform.
−Removed: Our issued patents, and any patents that may issue from our pending patent applications, in our solely owned patent portfolio are expected to expire between January 2030 and December 2042, absent any patent term adjustments or extensions.
+Added: para-azidomethylphenylalanine, or pAMF, and proteins comprising pAMF, our workhorse non-natural amino acid which is primarily used when we conjugate molecules to proteins produced with our XpressCF+ ® platform.
+Added: Our issued patents, and any patents that may issue from our pending patent applications, in our solely owned patent portfolio are expected to expire between January 2030 and November 2043, absent any patent term adjustments or extensions.
In addition, we have exclusively licensed the following patent portfolio from Stanford:
21 unchanged sentences
Owned by Sutro
−Removed: US, CA, EP, HK, IN, SG
−Removed: US, AU, CN, IL, JP, KR
+Added: US, CA, HK, SG
+Added: US, AU, CN, EP, IL, IN, JP, KR
XpressCF ® platform
4 unchanged sentences
Owned by Sutro
+Added: XpressCF ® platform
+Added: Owned by Sutro
STRO-001 and STRO-002
9 unchanged sentences
Owned by Sutro
−Removed: AU, BR, CA, CN, IN, IL, JP, KR, MX, NZ, RU, SG, ZA
+Added: AU, BR, CA, IN, IL, JP, KR, MX, NZ, SG, ZA
Owned by Sutro
1 unchanged sentence
Owned by Sutro
−Removed: US, AU, BR, CA, CN, EP, HK, IL, IN, JP, KR, MX, NZ, RU, SG, ZA
+Added: US, AU, BR, CA, CN, EP, HK, IL, IN, JP, KR, MX, NZ, SG, ZA
Owned by Sutro
−Removed: US, BR, CA, CN, EP, IL, IN, KR
−Removed: US, AU, JP, SG
+Added: US, BR, CA, CN, EP, KR
+Added: US, AU, EP, IL, IN, JP, SG
Owned by Sutro
1 unchanged sentence
Owned by Sutro
+Added: Co-owned by Sutro
+Added: Owned by Sutro
+Added: Owned by Sutro
We continually assess and refine our intellectual property strategy as we develop new platform technologies and product candidates.
27 unchanged sentences
For these reasons, we may have competition for our XpressCF ® technology, platforms, and product candidates.
−Removed: Moreover, because of the extensive time required for development, testing and regulatory review of a
−Removed: potential product, it is possible that, before any particular product candidate can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.
+Added: Moreover, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before any particular product candidate can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.
For this and more comprehensive risks related to our proprietary technology, inventions, improvements, platforms, and product candidates, please see the section entitled “Risk Factors—Risks Related to Intellectual Property.”
We intend to file applications for trademark registrations in connection with our product candidates in various jurisdictions, including the United States.
−Removed: We have filed for trademark protection of the Sutro Biopharma marks, the XpressCF ® mark and the XpressCF+ ®TM mark with the USPTO.
−Removed: Additionally, we filed for trademark protection of the ProteinSAR TM mark, XpressPDF TM mark, XpressRNAP TM mark, XpressRS TM mark, XpresstRNA TM mark and XtractCF ® mark with the USPTO.
−Removed: XpressCF ® refers to our cell-free protein synthesis technology as a whole, and XpressCF+ ®TM refers specifically to cell-free protein synthesis incorporating one or more non-natural amino acids.
−Removed: The Sutro Biopharma marks were registered by the USPTO in 2014 and 2018, the XpressCF ® mark was registered by the USPTO in 2017, and XpressCF+ ®TM mark was registered by the USPTO in 2017.
+Added: We have filed for trademark protection of the Sutro Biopharma marks, the XpressCF ® mark and the XpressCF+ ® mark with the USPTO.
+Added: Additionally, we filed for trademark protection of the ProteinSAR TM mark, XpressPDF ® mark, XpressRNAP ® mark, XpressRS ® mark, XpresstRNA ® mark and
+Added: XtractCF ® mark with the USPTO.
+Added: XpressCF ® refers to our cell-free protein synthesis technology as a whole, and XpressCF+ ® refers specifically to cell-free protein synthesis incorporating one or more non-natural amino acids.
+Added: The Sutro Biopharma marks were registered by the USPTO in 2014 and 2018, the XpressCF ® mark was registered by the USPTO in 2017, and XpressCF+ ® mark was registered by the USPTO in 2017.
+Added: The XpressRNAP ® mark, the XpressRS ® mark, and the XpresstRNA ® mark were registered in the USPTO in 2021.
+Added: The XpressPDF ® mark and the XtractCF ® mark were registered in the USPTO in 2022.
We also rely on trade secret protection for our confidential and proprietary information.
5 unchanged sentences
In many cases our confidentiality and other agreements with consultants, outside scientific collaborators, sponsored researchers and other advisors require them to assign or grant us licenses to inventions they invent as a result of the work or services they render under such agreements or grant us an option to negotiate a license to use such inventions.
−Removed: We also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of our premises and physical and electronic security of our information technology systems.
−Removed: Although we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach.
+Added: Information Security
+Added: We seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of our premises and physical and electronic security of our information technology systems.
+Added: Our Infosec Governance Committee, comprising senior executives and facilities and information technology employees, and under the supervision of our Audit Committee of our Board of Directors, is responsible for designing, implementing, monitoring and improving the security of our confidential and/or proprietary information.
+Added: We conduct regular audits of our information security systems, including our on-site and cloud-based information systems and strive to continuously improve the robustness of our security and information recovery systems in the event of, for example, a cyberattack or natural disaster that compromises our data integrity.
+Added: In addition, we conduct regular training and testing of our employees to identify, and report cyberattacks, including phishing and other forms of social engineering.
+Added: We also maintain a limited insurance policy against cyberattacks that may provide a measure of compensation in the event that we are harmed by an information security attack.
+Added: Although we have confidence in these individuals, organizations, and systems, our security measures have been breached in the past and may again be breached in the future, and we may not have adequate remedies for any breach.
To the extent that our employees, contractors, consultants, collaborators, and advisors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.
4 unchanged sentences
In the United States, pharmaceutical products are subject to extensive regulation by the FDA.
−Removed: The Federal Food, Drug, and Cosmetic Act, or the FDC Act, and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products.
+Added: The Federal Food, Drug, and Cosmetic Act, or the FDC Act, and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling,
+Added: promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products.
Biological products used for the prevention, treatment, or cure of a disease or condition of a human being are subject to regulation under the FDC Act, except the section of the FDC Act which governs the approval of new drug applications, or NDAs.
−Removed: Biological products are approved for marketing under provisions
−Removed: of the Public Health Service Act, or PHS Act, via a Biologics License Application, or BLA.
+Added: Biological products are approved for marketing under provisions of the Public Health Service Act, or PHS Act, via a Biologics License Application, or BLA.
However, the application process and requirements for approval of BLAs are very similar to those for NDAs, and biologics are associated with similar approval risks and costs as drugs.
1 unchanged sentence
requirements may subject a company to a variety of administrative or judicial sanctions, such as clinical hold, FDA refusal to approve pending BLAs, warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution.
−Removed: Biological product development for a new product or certain changes to an approved product in the United States typically involves preclinical laboratory and animal tests, the submission to the FDA of an investigational new drug application, or IND, which must become effective before clinical testing may commence, and adequate and well-controlled clinical trials to establish the safety and effectiveness of the biologic for each indication for which FDA approval is sought.
+Added: Biological product development for a new product or certain changes to an approved product in the United States typically involves preclinical laboratory and animal tests, the submission to the FDA of an IND, which must become effective before clinical testing may commence, and adequate and well-controlled clinical trials to establish the safety and effectiveness of the biologic for each indication for which FDA approval is sought.
Satisfaction of FDA pre-market approval requirements typically takes many years and the actual time required may vary substantially based upon the type, complexity, and novelty of the product or disease.
58 unchanged sentences
The FDA is required to facilitate the development, and expedite the review, of biologics that are intended for the treatment of a serious or life-threatening disease or condition for which there is no effective treatment and which demonstrate the potential to address unmet medical needs for the condition.
−Removed: Under the fast track program, the sponsor of a new biologic candidate may request that the FDA designate the candidate for a specific indication as a fast track biologic concurrent with, or after, the filing of the IND for the candidate.
+Added: Under the fast track program, the sponsor of a new biologic candidate may request that the FDA designate the candidate for a specific indication as a fast track biologic concurrent with, or after, the submission of the IND for the candidate.
The FDA must determine if the biologic candidate qualifies for fast track designation within 60 days of receipt of the sponsor’s request.
9 unchanged sentences
All promotional materials for biologic candidates approved under accelerated regulations are subject to prior review by the FDA.
+Added: The Food and Drug Omnibus Reform Act, or FDORA, was recently enacted, which included provisions related to the accelerated approval pathway.
+Added: Pursuant to FDORA, the FDA is authorized to require a post-approval study to be underway prior to approval or within a specified time period following approval.
+Added: FDORA also requires the FDA to specify conditions of any required post-approval study, which may include milestones such as a target date of study completion and requires sponsors to submit progress reports for required post-approval studies and any conditions required by the FDA not later than 180 days following approval and not less frequently than every 180 days thereafter until completion or termination of the study.
+Added: FDORA enables the FDA to initiate enforcement action for the failure to conduct with due diligence a required post-approval study, including a failure to meet any required conditions specified by the FDA or to submit timely reports.
Orphan Drug Designation
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The first BLA applicant to receive FDA approval for a product with particular principal molecular structural features to treat a particular disease with FDA orphan drug designation is entitled to a seven-year exclusive marketing period in the United States for that product for that indication.
−Removed: During the seven-year exclusivity period, the FDA may not approve any other applications to market a biological product containing the same active moiety for the same disease, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity.
+Added: During the seven-year exclusivity period, the FDA may not approve any other applications to market the same drug for the same disease, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity.
A product is clinically superior if it is safer, more effective or makes a major contribution to patient care.
−Removed: Orphan drug exclusivity does not prevent the FDA from approving a different drug or biological product for the same disease or condition, or the same biological product for a different disease or condition.
+Added: In the case of a biological product, the same drug is a drug that contains the same principal molecular features, Orphan drug exclusivity does not prevent the FDA from approving a different drug or biological product
+Added: for the same disease or condition, or the same biological product for a different disease or condition.
Among the other benefits of orphan drug designation are tax credits for certain research and a waiver of the BLA user fee.
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As part of the manufacturing process, the manufacturer is required to perform certain tests on each lot of the product before it is released for distribution.
−Removed: If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of product to the FDA together with a release protocol showing a summary of the history of manufacture of the lot and the results of all of the manufacturer’s tests performed on the lot.
+Added: If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of products to the FDA together with a release protocol showing a summary of the history of manufacture of the lot and the results of all of the manufacturer’s tests performed on the lot.
The FDA may also perform certain confirmatory tests on lots of some products, such as viral vaccines, before releasing the lots for distribution by the manufacturer.
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On September 9, 2021, the Biden administration published a wide-ranging list of policy proposals, most of which would need to be carried out by Congress, to reduce drug prices and drug payment.
−Removed: The HHS plan includes, among other reform measures, proposals to lower prescription drug prices, including by allowing Medicare to negotiate prices and disincentivizing price increases, and to support market changes that strengthen supply chains, promote biosimilars and generic drugs, and increase price transparency.
−Removed: Many similar proposals, including the plans to give Medicare Part D authority to negotiate drug prices, require drug manufacturers to pay rebates on drugs whose prices increase greater than the rate of inflation, and cap out-of-pocket costs, have already been included in policy statements and legislation currently being considered by Congress.
−Removed: It is unclear to what extent these and other statutory, regulatory, and administrative initiatives will be enacted and implemented.
+Added: Healthcare reform proposals recently culminated in the enactment of Inflation Reduction Act, or IRA, which will, among other things, allow the Department of Health and Human Services, or HHS, to negotiate the selling price of certain drugs and biologics that CMS reimburses under Medicare Part B and Part D (excluding drugs and biologics that are designated and approved for only one rare disease or condition), although only high-expenditure single-source biologics that have been approved for at least 11 years (7 years for drugs) can be selected by CMS for negotiation, with the negotiated price taking effect two years after the selection year.
+Added: The negotiated prices, which will first become effective in 2026, will be capped at a statutory ceiling price.
+Added: Beginning in October 2022 for Medicare Part D and January 2023 for Medicare Part B, the IRA will also penalize drug manufacturers that increase prices of Medicare Part D and Part B drugs at a rate greater than the rate of inflation.
+Added: The IRA will also eliminate, beginning in 2025, the coverage gap under Medicare Part D by significantly lowering the enrollee maximum out-of-pocket cost and requiring manufacturers to subsidize, through a newly established manufacturer discount program, 10% of Part D enrollees’
+Added: prescription costs for brand drugs below the out-of-pocket maximum, and 20% once the out-of-pocket maximum has been reached.
+Added: The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years.
+Added: Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties.
+Added: The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025.
+Added: These provisions will take effect progressively starting in 2023, although they may be subject to legal challenges.
+Added: It is unclear to what extent other statutory, regulatory, and administrative initiatives will be enacted and implemented.
Human Capital Resources
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We are actively involved in our community through, among other things, mentoring underserved communities and supporting the philanthropic interests of our employees and patients.
+Added: We also recognize that maintaining continuity of management in the event of the departure of one or more of our senior executives is critical to the continued success of the organization.
+Added: To this end, we have prepared a formal written succession plan for our senior executives and to provide guidance for the next generation of our leaders to ensure an orderly and smooth transition in the event of an executive departure.
+Added: While senior management is primarily responsible for developing our succession plan, our Nominating and Corporate Governance Committee of our Board of Directors (with respect to the CEO) and Compensation Committee of our Board of Directors (with respect to other executives) oversee and guide our process and thinking.
Corporate Information
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Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.
−Removed: The net loss for the year ended December 31, 2021 included the impact of the non-operating, unrealized loss of $4.5 million related to our holdings of Vaxcyte common stock.
−Removed: The net loss for the year ended December 31, 2020 included the impact of the non-operating, unrealized gain of $41.5 million related to our holdings of Vaxcyte common stock.
+Added: In addition, our expenses could increase beyond expectations if we are required by the FDA, or foreign regulatory agencies, to perform studies or clinical trials in addition to those studies and clinical trials that we currently anticipate conducting for our product candidates, or if there are any delays in our or our partners completing clinical trials or the development of any of our product candidates.
Our technologies and product candidates are in early stages of development, and we are subject to the risks of failure inherent in the development of product candidates based on novel technologies.
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However, the amount of our future losses is uncertain.
+Added: We may never generate revenues from the commercial sale of our or our collaborators’
Our ability to achieve profitability, if ever, will depend on, among other things, our, or our existing or future collaborators’, successful development of product candidates, evaluating the related commercial opportunities, obtaining regulatory approvals to market and commercialize product candidates, manufacturing any approved products on commercially reasonable terms, establishing a sales and marketing organization or suitable third-party alternatives for any approved product, and raising sufficient funds to finance business activities.
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Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.
−Removed: The COVID-19 pandemic is having and may continue to have an impact on our business, which has caused us to spend significant effort in sourcing alternatives and otherwise modifying our activities.
−Removed: Public health crises such as pandemics or similar outbreaks could adversely impact our business.
−Removed: A pandemic, including COVID-19, or other public health epidemic poses the risk that we or our employees, contractors, suppliers, and other partners may be prevented from conducting business activities in whole or in part for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities.
−Removed: The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking.
−Removed: In response to the spread of COVID-19, we initially modified operations in our executive offices with our administrative employees primarily continuing their work outside of those offices, restricted on-site research, development and manufacturing staff to only those required to execute their job responsibilities on-site for prioritized activities, limited the number and proximity of staff in any given laboratory or in our manufacturing facility (except as necessary for particular activities), and implemented multiple work place safety, social distancing and disinfection protocols.
−Removed: Following the guidance of the CDC, OSHA, and applicable state regulations and orders, we have relaxed these safeguards and largely have returned to on-site work.
−Removed: We continue to closely monitor the state of the ongoing pandemic and the guidance provided by applicable governmental authorities and will modify our policies accordingly.
−Removed: To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to our business and operations, such as additional workplace safety measures, our product development plans may be delayed, and we may incur further costs in bringing our business and operations into compliance with changing or new laws, regulations, and policies.
−Removed: In addition, the COVID-19 pandemic has resulted in a significant percentage of our employees working remotely from time to time which has amplified certain risks to our business.
−Removed: For example, the increase in remote work has increased demand on our information technology resources and systems, increased phishing and other malicious activity as cybercriminals try to exploit the uncertainty surrounding the COVID-19 pandemic, which has led to an increase in the number of points of potential exposure, such as laptops and mobile devices, that need to be secured.
−Removed: Any failure to effectively manage these risks, including to timely identify and appropriately respond to any security incidents, may adversely affect our business.
−Removed: The COVID-19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations.
−Removed: Additionally, we have incurred increased costs as a result of COVID-19, including increased expenses to implement additional measures to ensure the health and safety of our workforce, such as reimbursing for periodic COVID-19 testing and providing face masks.
−Removed: We continue to experience the impact of the COVID-19 pandemic on our business, including increased costs and delays in the availability of materials routinely used in biologic therapeutic development and manufacturing, which may cause delays in our research, development and/or manufacturing activities, but overall patient enrollment and treatment remains on track.
−Removed: Most notably, certain consumables used in our development and manufacturing processes have been allocated, based on the Defense Priorities and Allocations System, or DPAS, rules currently in effect, first to production of COVID-19 therapeutic and prophylactic products and then next to production of approved products, with production of products under clinical investigation taking last priority.
−Removed: For example, we have not been able to procure certain filters used for GMP manufacture of our and our partners’
−Removed: product candidates in the time frame we were expecting, placing the timeline for manufacture of such product candidates at risk.
−Removed: Further, routine materials such as disposable bags, filters, and chromatography resins have become limited in supply and placed the timeline for development of the process to manufacture another one of our partners’
−Removed: projects at risk.
−Removed: We are attempting to mitigate these risks by ordering sufficient materials to provide a safety stock in reserve and by sourcing some of these materials from our partners’
−Removed: safety stock.
−Removed: We are also exploring developing new manufacturing processes to replace certain materials subject to reallocation under DPAS with equivalent materials that are not subject to reallocation.
−Removed: If these efforts are unsuccessful, or consumable shortages become more pronounced as the pandemic continues, we may experience delays in discovery, development and/or manufacture of our or our partners’
−Removed: products, which could delay our clinical and non-clinical programs.
−Removed: As such, these impacts and any potential future impacts from the COVID-19 pandemic may adversely affect our or our partners’
−Removed: research, development and/or manufacturing activities, which could negatively impact our business, financial condition, and operations.
−Removed: As a result of the COVID-19 pandemic, or similar pandemics, we may experience disruptions that could severely impact our business, clinical trials and preclinical studies, including:
−Removed: delays or difficulties in enrolling and retaining patients in our clinical trials;
−Removed: delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;
−Removed: changes in protocol-specified procedures that lead to missing data (e.g., reduced or postponed patient visits, missed lab tests and scans, and patient discontinuation);
−Removed: increased rates of patients withdrawing from our clinical trials following enrollment as a result of contracting COVID-19, being forced to quarantine, losing insurance coverage or not accepting home health visits;
−Removed: diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;
−Removed: interruption of key clinical trial activities, such as clinical assessments at pre-specified timepoints during the trial and clinical trial site data monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others, or interruption of clinical trial subject visits and study procedures (particularly any procedures that may be deemed non-essential), which may impact the integrity of subject data and clinical study endpoints;
−Removed: interruption or delays in the operations of the U.S.
−Removed: Food and Drug Administration, or FDA, and comparable foreign regulatory agencies, which may impact approval timelines;
−Removed: delays or disruptions in non-clinical experiments and investigational new drug application-enabling good laboratory practice standard toxicology studies;
−Removed: limitations on employee resources that would otherwise be focused on the conduct of our research, preclinical studies, clinical trials and manufacturing operations, including because of sickness of employees or their families, the desire of employees to avoid contact with large groups of people, an increased reliance on working from home or mass transit disruptions;
−Removed: interruption of, or delays in receiving, supplies of our product candidates or precursor molecules or other raw materials and the manufacture or shipment of both drug substance and finished drug product for our product candidates from either us or contract manufacturing organizations due to staffing shortages, production slowdowns, stoppages and disruptions in delivery systems or reallocation of global manufacturing resources to therapeutic or prophylactic treatments for COVID-19 resulting in reduced manufacturing capacity or shortages of raw materials;
−Removed: reduced ability to engage with the medical and investor communities, including due to the cancellation of conferences scheduled throughout the year.
−Removed: These and other factors arising from the COVID-19 pandemic could worsen in countries that are already afflicted with COVID-19, could continue to spread to additional countries, or could return to countries where the pandemic has been partially contained, each of which could further adversely impact our ability to conduct clinical trials and our business generally, and could have a material adverse impact on our operations and financial condition and results.
−Removed: While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the COVID-19 pandemic has resulted in, and may continue to result in, extreme volatility and disruptions in the capital and credit markets, potentially reducing our ability to raise additional capital through equity, equity-linked or debt financings on acceptable terms, or at all, which could negatively impact our short-term and long-term liquidity and our ability to operate in accordance with our operating plan, or at all.
−Removed: The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to sudden change.
−Removed: The COVID-19 pandemic continues to evolve.
−Removed: The extent to which the pandemic may impact our business, clinical trials, research activities, preclinical studies and manufacturing activities will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of COVID-19, the frequency of viral mutations and severity of the variants, the duration of the pandemic, the speed and breadth of mass vaccinations for COVID-19 and the efficacy of such vaccines, travel restrictions and actions to contain the outbreak or treat its impact, such as social distancing and quarantines or lock-downs in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.
−Removed: While we do not yet know the full extent of current or future impacts on our business, any of these occurrences could significantly harm our business, financial condition, results of operations and prospects.
We will need substantial additional funds to advance development of our product candidates.
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Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development programs, commercialization efforts or other operations.
+Added: Continued unfavorable conditions in the capital markets may pose difficulties to us in accessing additional capital on reasonable, or even any, terms to continue our product and platform development or other operations.
+Added: In addition, market volatility, high levels of inflation and interest rate fluctuations may increase our cost of capital or otherwise restrict our access to potential sources of future liquidity.
The development of biopharmaceutical product candidates is capital-intensive.
If our product candidates enter and advance through preclinical studies and clinical trials, we will need substantial additional funds to expand our development, regulatory, manufacturing, marketing and sales capabilities.
−Removed: We have used substantial funds to develop our technology and product candidates and will require significant funds to conduct further research and development and preclinical testing and clinical trials of our product candidates, to seek regulatory approvals for our product candidates and to manufacture and market products, if any, which are approved for commercial sale.
−Removed: In addition, we expect to incur additional costs associated with operating as a public company.
−Removed: Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our two proprietary clinical-stage product candidates STRO-001 and STRO-002, and the development of our technology platform, including our in-house manufacturing capabilities.
−Removed: Clinical trials for our product candidates will require substantial funds to complete.
+Added: We have used substantial funds to develop our technology and product candidates and will require significant funds to conduct further research and development and preclinical testing and clinical trials of our product candidates, to seek regulatory approvals for our product candidates, to manufacture extract and products, if any, which may be approved for commercial sale, to establish marketing and sales capabilities to commercialize our product candidates, and to provide support to our collaborators in the development of their products.
+Added: In addition, we expect to continue to incur additional costs associated with operating as a public company.
+Added: Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our two proprietary clinical-stage product candidates luvelta and STRO-001, and the development of our technology platform, including our in-house manufacturing capabilities.
+Added: Clinical trials for our product candidates have required substantial funds to date and will continue to require substantial funds to complete.
As of December 31, 2022, we had $302.3 million in cash, cash equivalents and marketable securities.
−Removed: We expect to incur substantial expenditures in the foreseeable future as we seek to advance STRO-001 and STRO-002 and any future product candidates through clinical development, manufacturing, the regulatory approval process and, if approved, commercial launch activities, as well as in connection with the continued development of our technology platform and manufacturing capabilities.
+Added: We expect to incur substantial expenditures in the foreseeable future as we seek to advance luvelta, STRO-001 and STRO-003 and any future product candidates through clinical development, manufacturing, the regulatory approval process and, if approved, commercial launch activities, as well as in connection with the continued development of our technology platform and manufacturing capabilities.
Based on our current operating plan, we believe that our available cash, cash equivalents and marketable securities will be sufficient to fund our operations through at least the next 12 months.
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the costs involved in prosecuting, defending and enforcing patent and other intellectual property claims;
−Removed: the costs of manufacturing our product candidates and those of our collaborators using our proprietary XpressCF ® and XpressCF+ ®TM platforms;
+Added: the costs of manufacturing our product candidates and those of our collaborators using our proprietary XpressCF ® and XpressCF+ ® platforms;
the cost and timing of regulatory approvals;
the cost of commercialization activities if our product candidates or any future product candidates are approved for sale, including marketing, sales and distribution costs;
−Removed: our efforts to enhance operational systems and hire additional personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company.
+Added: our efforts to enhance operational systems and hire and retain personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company;
+Added: general economic, industry and market conditions, including market volatility, high levels of inflation and interest rate fluctuations.
If we are unable to obtain funding on a timely basis or on acceptable terms, we may have to delay, reduce or terminate our research and development programs and preclinical studies or clinical trials, limit strategic opportunities or undergo reductions in our workforce or other corporate restructuring activities.
We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies or product candidates that we would otherwise pursue on our own.
+Added: We cannot provide assurance that anticipated collaborator payments will, in fact, be received.
We do not expect to realize revenue from sales of commercial products or royalties from licensed products in the foreseeable future, if at all, and, in no event, before our product candidates are clinically tested, approved for commercialization and successfully marketed.
−Removed: To date, we have primarily financed our operations through payments received under our collaboration agreements, the sale of equity securities and debt financing.
+Added: To date, we have primarily financed our operations through payments received under our collaboration and other associated agreements, the sale of equity securities and debt financing.
We will be required to seek additional funding in the future and currently intend to do so through additional collaborations and/or licensing agreements, public or private equity offerings or debt financings, credit or loan facilities, or a combination of one or more of these funding sources.
−Removed: Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond our control.
+Added: Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond our control, including the factors impacting potential interest rates for any debt financings.
Additional funds may not be available to us on acceptable terms or at all.
+Added: In addition, current macroeconomic conditions have caused turmoil in the banking sector.
+Added: For example, on March 10, 2023, SVB one of our banking partners and lenders, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as receiver.
+Added: Under the terms of our Loan and Security Agreement, we were required to keep substantially all of our cash and investments with SVB, the substantial majority of which was held in a custodial account with another institution, for which SVB Asset Management was the advisor.
+Added: While we were afforded full access to our cash and investments with SVB on March 13, 2023, and have since amended our Loan and Security Agreement to provide us with greater cash management flexibility, we may be impacted by other disruptions to the U.S.
+Added: banking system, including potential delays in our ability to transfer funds whether held with SVB or otherwise and in the short-term potential delays in making payments to vendors while new banking relationships are established.
Subject to limited exceptions, our Loan and Security Agreement with Oxford and SVB prohibits us from incurring indebtedness without the prior written consent of Oxford and SVB.
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Failure to obtain capital when needed on acceptable terms may force us to delay, limit or terminate our product development and commercialization of our current or future product candidates, which could have a material and adverse effect on our business, financial condition, results of operations and prospects.
−Removed: Our product candidates are in early stages of development and may fail in development or suffer delays that materially and adversely affect their commercial viability.
+Added: Our product candidates are in early stages of development and may fail in development or be impacted by competitive products or suffer delays that materially and adversely affect their commercial viability.
If we or our collaborators are unable to complete development of or commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed.
We have no products on the market and all of our product candidates for cancer therapy are in early stages of development.
−Removed: In particular, our product candidates, STRO-001 is in the dose escalation phase and STRO-002 is in the dose expansion phase of their respective Phase 1 clinical trials.
+Added: In particular, our most advanced product candidate, luvelta, is in the dose expansion phase of its Phase 1 clinical trials.
Also, enrollment began in the second half of 2019 for patients in the Phase 1 clinical trial for CC-99712, a BCMA ADC candidate resulting from our BMS collaboration.
−Removed: and a Phase 1 clinical trial was initiated in the first quarter of 2021 for M1231, a MUC1-EGFR bispecific ADC resulting from our EMD Serono collaboration.
−Removed: Further, Vaxcyte’s investigational new drug application, or IND for its lead product candidate, VAX-24, a 24-valent pneumococcal conjugate vaccine, was cleared by the FDA in January 2022.
+Added: Merck initiated patient dosing in a Phase 1 clinical trial for MK-1484 in July 2022, a product candidate resulting from our cytokine-derivative collaboration.
+Added: In the first quarter of 2022, Vaxcyte announced that it had initiated a Phase 1/2 clinical proof-of-concept study of its lead product candidate, VAX-24, its 24-valent pneumococcal conjugate vaccine candidate, under investigation for the prevention of invasive pneumococcal disease in adults, and announced initial data in October 2022.
Additionally, we have programs that are in earlier stages of discovery and preclinical development and may never advance to clinical-stage development.
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our inability to successfully transfer our manufacturing expertise and techniques to third-party contract manufacturers;
−Removed: inability of us or any third-party contract manufacturer to scale up manufacturing of our product candidates and those of our collaborators to supply the needs of clinical trials and commercial sales, and to manufacture such products in conformity with regulatory requirements using our proprietary XpressCF ® and XpressCF+ ®TM platforms;
+Added: inability of us or any third-party contract manufacturer to scale up manufacturing of our product candidates and those of our collaborators to supply the needs of clinical trials and commercial sales, and to manufacture such products in conformity with regulatory requirements using our proprietary XpressCF ® and XpressCF+ ® platforms;
delays in submitting INDs or comparable foreign applications or delays or failures in obtaining the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;
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inability to complete development of or commercialize our product candidates or significant delays in doing so due to one or more of these factors, could have a material and adverse effect on our business, financial condition, results of operations and prospects.
−Removed: Our business is dependent on the success of our product candidates based on our proprietary XpressCF ® and XpressCF+ ®TM platforms and, in particular, our proprietary product candidates, STRO-001 and STRO-002.
+Added: Our business is dependent on the success of our product candidates based on our proprietary XpressCF ® and XpressCF+ ® platforms and, in particular, our proprietary product candidates, luvelta, STRO-001 and STRO-003.
Existing and future preclinical studies and clinical trials of our product candidates may not be successful.
If we are unable to commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed.
−Removed: We have invested a significant portion of our efforts and financial resources in the development of our proprietary XpressCF ® platform and our proprietary product candidates, STRO-001 and STRO-002.
−Removed: Our ability to generate commercial product revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of STRO-001 and STRO-002.
+Added: We have invested a significant portion of our efforts and financial resources in the development of our proprietary XpressCF ® and XpressCF+ ® platforms and our proprietary product candidates, luvelta, STRO-001 and STRO-003.
+Added: Our ability to generate commercial product revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of luvelta, STRO-001 and STRO-003.
We have not previously submitted a new drug application, or NDA, or a biologics license application, or BLA, to the FDA, or similar regulatory approval filings to comparable foreign authorities, for any product candidate, and we cannot be certain that our product candidates will be successful in clinical trials or receive regulatory approval.
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Other countries also have their own regulations governing, among other things, clinical trials and commercial sales, as well as pricing and distribution of our product candidates, and we may be required to expend significant resources to obtain regulatory approval and to comply with ongoing regulations in these jurisdictions.
−Removed: The success of STRO-001 and STRO-002 and our other future product candidates will depend on many factors, including the following:
+Added: The success of luvelta, STRO-001 and STRO-003 and our other future product candidates will depend on many factors, including the following:
successful enrollment of patients in, and the completion of, our clinical trials;
1 unchanged sentence
establishing our commercial manufacturing capabilities or making arrangements with third-party manufacturers;
−Removed: establishing successful technology transfers and collaborations to develop our product candidates with licensees, including our licensee with rights in STRO-001 and STRO-002 in Greater China;
+Added: establishing successful technology transfers and collaborations to develop our product candidates with licensees, including our licensees with rights to luvelta and STRO-001 in Greater China;
obtaining and maintaining patent, trademark and trade secret protection and non-patent exclusivity for our product candidates and their components;
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Additionally, we have in the past and may in the future create benchmark molecules for comparative purposes.
−Removed: For example, we have created a benchmark folate receptor-alpha, or FolRα, targeting antibody-drug conjugate, or ADC, using conventional technology that results in a heterogeneous ADC mixture.
−Removed: We have compared STRO-002 to this benchmark molecule in multiple preclinical models.
−Removed: We believe the results of these tests help us understand how the therapeutic index of STRO-002 compares to competitors’
+Added: For example, we have created a benchmark FolRα
+Added: targeting antibody-drug conjugate, or ADC, using conventional technology that results in a heterogeneous ADC mixture.
+Added: We have compared luvelta to this benchmark molecule in multiple preclinical models.
+Added: We believe the results of these tests help us understand how the therapeutic index of luvelta compares to competitors’
product candidates.
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While we believe our ADCs may be superior to other investigative agents in development, without head-to-head comparative data, we will not be able to make claims of superiority to other products in our promotional materials, if our product candidates are approved.
−Removed: If we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our products may be delayed and our stock price may decline.
+Added: If we do not achieve our projected development goals in the time frames we anticipate and project, the commercialization of our products may be delayed and our stock price may decline.
From time to time, we estimate the timing of the anticipated accomplishment of various scientific, clinical, regulatory, commercial and other product development goals, which we sometimes refer to as milestones.
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The actual timing of these milestones can vary dramatically compared to our estimates, in some cases for reasons beyond our control.
−Removed: If we do not meet these milestones as publicly announced, or at all, the commercialization of our products may be delayed or never achieved and, as a result, our stock price may decline.
−Removed: Our approach to the discovery and development of our therapeutic treatments is based on novel technologies that are unproven and may not result in marketable products.
−Removed: We are developing a pipeline of product candidates using our proprietary XpressCF ® and XpressCF+ ®TM platforms.
+Added: If we do not meet these milestones as publicly announced, or at all, the commercialization of our products maybe delayed or never achieved and, as a result, our stock price may decline.
+Added: For example, even with the approval of vaccines for COVID-19, the COVID-19 pandemic may further delay enrollment in trials due to prioritization of hospital resources toward the pandemic, restrictions on travel, and some patients may be unwilling to enroll in our trials or be unable to comply with clinical trial protocols if quarantines or
+Added: travel restrictions impede patient movement or interrupt healthcare services, which would delay our ability to conduct clinical trials or release clinical trial results.
+Added: Our approach to the discovery and development of our therapeutic treatments is based on novel technologies, including unprecedented Immunostimulatory Antibody Drug Conjugate, or iADC, and dual Antibody Drug Conjugates, or ADC 2 technology, that are unproven and may not result in marketable products.
+Added: We are developing a pipeline of product candidates using our proprietary XpressCF ® and XpressCF+ ® platforms.
We believe that product candidates identified with our product discovery platform may offer an improved therapeutic approach by taking advantage of precision design and rapid empirical optimization, thereby reducing the dose-limiting toxic effects associated with existing products.
−Removed: However, the scientific research that forms the basis of our efforts to develop product candidates based on our XpressCF ® and XpressCF+ ®TM platforms is ongoing.
−Removed: Further, the scientific evidence to support the feasibility of developing therapeutic treatments based on our XpressCF ® and XpressCF+ ®TM platforms is both preliminary and limited.
−Removed: To date, we have tested our first clinical stage product candidates, STRO-001 and STRO-002, our partner BMS has tested CC-99712, and our partner EMD Serono has tested M1231 in a limited number of clinical trial patients.
−Removed: In addition, Vaxcyte’s IND for its lead product candidate, VAX-24, a 24-valent pneumococcal conjugate vaccine, was cleared by the FDA in January 2022.
−Removed: We may ultimately discover that our XpressCF ® and XpressCF+ ®TM platforms and any product candidates resulting therefrom do not possess certain properties required for therapeutic effectiveness.
+Added: However, the scientific research that forms the basis of our efforts to develop product candidates based on our XpressCF ® and XpressCF+ ® platforms is ongoing.
+Added: Further, the scientific evidence to support the feasibility of developing therapeutic treatments based on our XpressCF ® and XpressCF+ ® platforms is both preliminary and limited.
+Added: To date, we have tested our first clinical stage product candidates, luvelta and STRO-001, our partner BMS has tested CC-99712, our partner Merck has tested MK-1484, and our partner EMD Serono has tested M1231 in a limited number of clinical trial patients.
+Added: In addition, Vaxcyte has tested its lead product candidate, VAX-24, a 24-valent pneumococcal conjugate vaccine, in a limited number of clinical trial patients.
+Added: We may ultimately discover that our XpressCF ® and XpressCF+ ® platforms and any product candidates resulting therefrom do not possess certain properties required for therapeutic effectiveness.
XpressCF ® product candidates may also be unable to remain stable in the human body for the period of time required for the drug to reach the target tissue or they may trigger immune responses that inhibit the ability of the product candidate to reach the target tissue or that cause adverse side effects in humans.
−Removed: We currently have only limited data, and no conclusive evidence, to suggest that we can introduce these necessary properties into these product candidates derived from our XpressCF ® and XpressCF+ ®TM platforms.
+Added: We currently have only limited data, and no conclusive evidence, to suggest that we can introduce these necessary properties into these product candidates derived from our XpressCF ® and XpressCF+ ® platforms.
We may spend substantial funds attempting to introduce these properties and may never succeed in doing so.
−Removed: In addition, product candidates based on our XpressCF ® and XpressCF+ ®TM platforms may demonstrate different chemical and pharmacological properties in patients than they do in laboratory studies.
−Removed: Although our XpressCF ® and XpressCF+ ®TM platforms and certain product candidates have produced successful results in animal studies, they may not demonstrate the same chemical and pharmacological properties in humans and may interact with human biological systems in unforeseen, ineffective or harmful ways.
+Added: In addition, product candidates based on our XpressCF ® and XpressCF+ ® platforms may demonstrate different chemical and pharmacological properties in patients than they do in laboratory studies.
+Added: Although our XpressCF ® and XpressCF+ ® platforms and certain product candidates have produced successful results in animal studies, they may not demonstrate the same chemical and pharmacological properties in humans and may interact with human biological systems in unforeseen, ineffective or harmful ways.
Further, in our oncology clinical trials to date, we have used achievement of stable disease as evidence for disease control (stable disease, partial response or complete response) by our product candidates;
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Subsequent to a previously announced protocol amendment in 2019 requiring pre-treatment screening imaging for patients at risk for thromboses, no thromboembolic events have been observed.
−Removed: We presented updated data from the dose escalation portion of our STRO-002 Phase 1 trial in May 2021.
−Removed: Based on data from the trial through April 23, 2021, STRO-002 was generally well tolerated and was mostly associated with mild adverse events.
+Added: We have completed phase 1 dose escalation in the STRO-001 Phase 1 trial following identification of the maximum tolerated dose.
+Added: We presented updated data from the dose escalation portion of our luvelta Phase 1 trial in May 2021.
+Added: Based on data from the trial through April 23, 2021, luvelta was generally well tolerated and was mostly associated with mild adverse events.
Eighty-six percent (86%) of observed adverse events were grade 1 or grade 2.
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Grade 3 arthralgia (13%), fatigue (10%), and neuropathy (8%) were observed and managed with standard medical treatment, including dose reductions or delays.
−Removed: We released initial results of the dose-expansion portion of our STRO-002 Phase 1 trial in January 2022.
−Removed: Based on data from the trial through November 8, 2021, safety signals were generally consistent with data from the dose-escalation cohort.
−Removed: No new safety signals were observed in the dose-expansion cohort, including the absence of keratopathy, and 85.5% of TEAEs were Grade 1-2.
−Removed: Neutropenia was the leading TEAE, resulting in treatment delay or dose reduction.
−Removed: The majority of the cases of neutropenia were generally asymptomatic and resolved with a one-week dose delay or, in other cases, with standard medical treatment, including the use of granulocyte colony stimulating factor, or G-CSF, a type of growth factor.
−Removed: There were limited observed cases of febrile neutropenia, including one Grade 5 event at the 5.2 mg/kg starting dose level and one Grade 3 event at the 4.3 mg/kg starting dose level.
+Added: We released preliminary final results of the dose-expansion portion of our luvelta Phase 1 trial in January 2023.
+Added: Safety signals from this portion of the trial were consistent with data from the dose-escalation cohort.
+Added: Neutropenia was the leading TEAE that resulted in a treatment delay or dose reduction.
+Added: Arthralgia was the second most common Grade 3+ TEAE and second most common TEAE leading to dose reduction.
+Added: There were also limited observed cases of febrile neutropenia, including one Grade 5 event at the 5.2 mg/kg starting dose level and one Grade 3 event at the 4.3 mg/kg starting dose level.
The trial protocol was subsequently updated to require dose reduction for Grade 4 neutropenia.
−Removed: If product candidates based on our XpressCF ® and XpressCF+ ®TM platforms are unable to demonstrate sufficient safety and efficacy data to obtain marketing approval, we may never succeed in developing a marketable product, we may not become profitable and the value of our common stock will decline.
+Added: We also initiated an exploratory cohort C to assess the safety of treatment with luvelta at 5.2 mg/kg in combination with prophylactic pegfilgrastim and presented preliminary data from ten patients from this cohort in January 2023.
+Added: Early results from these initial 10 patients in cohort C, when
+Added: compared to patients who were not given prophylactic pegfilgrastim in the dose-expansion cohort at the 5.2 mg/kg dose (n=21) demonstrated substantial reductions in Grade 3+ neutropenia and instances of dose delays.
+Added: If product candidates based on our XpressCF ® and XpressCF+ ® platforms are unable to demonstrate sufficient safety and efficacy data to obtain marketing approval, we may never succeed in developing a marketable product, we may not become profitable and the value of our common stock will decline.
The regulatory approval process for novel product candidates such as ours can be more expensive and take longer than for other, better known or extensively studied product candidates.
−Removed: We are not aware of any company currently developing a therapeutic using our approach to ADC development and no regulatory authority has granted approval for such a therapeutic.
+Added: We are not aware of any company currently developing a therapeutic using our approach to ADC, iADC or ADC 2 development and no regulatory authority has granted approval for such a therapeutic.
We believe the FDA has limited experience with therapeutics in oncology or other disease areas developed in cell-free-based synthesis systems, which may increase the complexity, uncertainty and length of the regulatory approval process for our product candidates.
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In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the dosing regimen and other clinical trial protocols and the rate of dropout among clinical trial patients.
+Added: In addition, results from compassionate use of our product candidates, such as luvelta to treat pediatric CFB/GLIS AML, my not be confirmed in Company-sponsored trials and/or may negatively impact the prospects for marketing approval for our product candidates.
If we fail to receive positive results in clinical trials of our product candidates, the development timeline and regulatory approval and commercialization prospects for our most advanced product candidates, and, correspondingly, our business and financial prospects would be negatively impacted.
+Added: Interim, top-line, or preliminary data from our clinical trials that we announce may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
+Added: From time to time, we have publicly disclosed, and in the future will disclose, preliminary or top-line data from our preclinical studies and clinical trials, which are based on preliminary analyses of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial.
+Added: We also make assumptions, estimations, calculations, and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data.
+Added: Therefore, final results from the studies may differ from the top-line results initially reported, and the final results may indicate different conclusions once additional data have been evaluated.
+Added: As such, top-line
+Added: data should be viewed with caution until the final data are available.
+Added: In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive data, and you or others may not agree with what we determine is material or otherwise appropriate information to include in our disclosure.
+Added: If the final results differ from the interim, top-line, or preliminary data, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and to commercialize, our product candidates may be harmed, which may negatively affect our business, financial condition, results of operations, and prospects.
+Added: Moreover, from time to time, we have publicly disclosed, and in the future may disclose, interim data from our preclinical studies and clinical trials.
+Added: Interim data from clinical trials that we may complete are subject to the risk that one or more of the outcomes may materially change as patient enrollment continues and more data become available.
+Added: Adverse differences between top-line, preliminary, or interim data, on the one hand, and final data, on the other, could significantly harm our business prospects.
+Added: Further, disclosure of interim data by us or by our competitors could result in volatility in the price of our common stock.
+Added: Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions, or analyses, or may interpret or weigh the importance of data differently, which could negatively affect the approvability or commercialization of the particular product candidate.
The market may not be receptive to our product candidates based on a novel therapeutic modality, and we may not generate any future revenue from the sale or licensing of product candidates.
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These historical concerns may negatively impact the perception market participants have on ADCs, including our product candidates.
−Removed: Additionally, the product candidates that we are developing are based on our proprietary XpressCF ® and XpressCF+ ®TM platforms, which are new technologies.
+Added: Additionally, the product candidates that we are developing are based on our proprietary XpressCF ® and XpressCF+ ® platforms, which are new technologies.
Market participants with significant influence over acceptance of new treatments, such as physicians and third-party payors, may not adopt an ADC product, or a product or treatment based on our novel cell-free production technologies, and we may not be able to convince the medical community and third-party payors to accept and use, or to provide favorable reimbursement for, any product candidates developed by us or our existing or future collaborators.
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Moreover, if any product candidate we commercialize fails to achieve market acceptance, it could have a material and adverse effect on our business, financial condition, results of operations and prospects.
−Removed: We have entered, and may in the future seek to enter, into collaborations with third parties for the development and commercialization of our product candidates using our XpressCF ® platform.
−Removed: If we fail to enter into such collaborations, or such collaborations are not successful, we may not be able to capitalize on the market potential of our XpressCF ® platform and resulting product candidates.
−Removed: Since 2014, we have entered into collaborations with Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., or Merck, Celgene Corporation, or Celgene, a wholly owned subsidiary of Bristol Myers Squibb Company, or BMS, Merck KGaA, Darmstadt Germany (operating in the United States under the name “EMD Serono”, the biopharmaceutical business of Merck KGaA, Darmstadt, Germany in the US), BioNova Pharmaceuticals Limited, or BioNova, and Tasly Biopharmaceuticals Co., Ltd, or Tasly, to develop and commercialize certain cancer and other therapeutics.
−Removed: Our XpressCF ® and XpressCF+ ®TM platforms have also supported a spin-out company, Vaxcyte Inc., focused on discovery and development of vaccines for the treatment and prophylaxis of infectious disease.
+Added: iADC and ADC 2 are novel technologies, which makes it difficult to predict the time, risks and cost of development and of subsequently obtaining regulatory approval of these potential product candidates.
+Added: Certain of our preclinical product candidates are based on our proprietary iADC and ADC 2 technology.
+Added: Some of our future success depends on the successful development of this technology and products based on it.
+Added: To our knowledge, no regulatory authority has granted approval to any person or entity, including us, to market and commercialize therapeutics using our novel and unprecedented iADC or ADC 2 technology.
+Added: We may never receive approval to market and commercialize any potential iADC or ADC 2 product candidate.
+Added: If we uncover any previously unknown risks related to our iADC and ADC 2 technology, or if we experience unanticipated or unsolvable problems or delays in developing our iADC or ADC 2 product candidates, we may be unable to complete our preclinical studies and clinical trials, meet the obligations of our collaboration and license agreements or commercialize our product candidates on a timely or profitable basis.
+Added: If serious adverse events or unacceptable side effects are observed in preclinical studies or clinical trials of a product candidate based on our iADC or ADC 2 technology, or if iADCs or ADC 2 s were shown to have limited efficacy, our ability to develop other product candidates based on our iADC or ADC 2 technology would be adversely affected.
+Added: We have entered, and may in the future seek to enter, into collaborations with third parties for the development and commercialization of our product candidates using our XpressCF ® and XpressCF+ ® platforms.
+Added: If we fail to enter into such collaborations, or such collaborations are not successful, we may not be able to capitalize on the market potential of our XpressCF ® and XpressCF+ ® platforms and resulting product candidates.
+Added: Since 2014, we have entered into collaborations with Astellas Pharma Inc., or Astellas, Merck Sharp & Dohme LLC., a subsidiary of Merck & Co., Inc., or Merck, Celgene Corporation, or Celgene, a wholly owned subsidiary of Bristol Myers Squibb Company, or BMS, Merck KGaA, Darmstadt Germany (operating in the United States under the name “EMD Serono”, the biopharmaceutical business of Merck KGaA, Darmstadt, Germany in the US), BioNova Pharmaceuticals Limited, or BioNova, and Tasly Biopharmaceuticals Co., Ltd, or Tasly, to develop and commercialize certain cancer and other therapeutics.
+Added: Our XpressCF ® and XpressCF+ ® platforms have also supported a spin-out company, Vaxcyte Inc., focused on discovery and development of vaccines for the treatment and prophylaxis of infectious disease.
In addition, we may in the future seek third-party collaborators for research, development and commercialization of other therapeutic technologies or product candidates.
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collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on preclinical studies or clinical trial results, changes in the collaborators’
−Removed: strategic focus or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities;
+Added: strategic focus or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities, for example, recently, EMD Serono decided to close the Phase 1a trial of M1231 in patients with solid tumors and not initiate a previously planned expansion study.
+Added: EMD Serono stated that the decision was based on strategic portfolio considerations;
collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;
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Any failure to successfully develop or commercialize our product candidates pursuant to our current or any future collaboration agreements could have a material and adverse effect on our business, financial condition, results of operations and prospects.
−Removed: To date, no product developed on a cell-free manufacturing platform has received approval from the FDA, so the requirements for the manufacturing of products using our XpressCF ® platform are uncertain.
+Added: To date, no product developed on a cell-free manufacturing platform has received approval from the FDA, so the requirements for the manufacturing of products using our XpressCF ® and XpressCF+ ® platforms are uncertain.
We have invested in our own current Good Manufacturing Practices, or cGMP, compliant manufacturing facility in San Carlos, California.
−Removed: In this facility, we are developing and implementing novel cell-free production technologies to supply our planned preclinical and clinical trials.
+Added: In this facility, we are developing and implementing novel, proprietary cell-free production technologies to supply our planned preclinical and clinical trials.
However, before we may initiate a clinical trial or commercialize any of our product candidates, we must demonstrate to the FDA that the chemistry, manufacturing and controls for our product candidates meet applicable requirements, and in the European Union, or EU, a manufacturing authorization must be obtained from the appropriate EU regulatory authorities.
−Removed: The FDA has allowed Phase 1 clinical trial use of our product candidates STRO-001 and STRO-002 and our partner BMS’s CC-99712 product candidate, and our partner EMD Serono’s M1231 product candidate, portions of which are manufactured in our San Carlos manufacturing facility;
+Added: The FDA has allowed Phase 1 clinical trial use of our product candidates luvelta and STRO-001, and our partner BMS’s CC-99712 product candidate, and our partner EMD Serono’s M1231 product candidate, and our partner Merck’s MK-1484 product candidate, portions of which are manufactured in our San Carlos manufacturing facility;
however, because no product manufactured on a cell-free manufacturing platform has yet been approved in the United States, there is no manufacturing facility that has demonstrated the ability to comply with FDA requirements for later stage clinical development or commercialization, and, therefore, the time frame for demonstrating compliance to the FDA’s satisfaction is uncertain.
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We may have difficulty hiring experts for internal manufacturing or finding and maintaining relationships with external CMOs and, accordingly, our production capacity could be limited.
−Removed: We have initiated technology transfers to enable large scale manufacture of extract and the reagents necessary to manufacture our products using our XpressCF® platform.
+Added: We have initiated technology transfers to enable large scale manufacture of extract and the reagents necessary to manufacture our products using our XpressCF ® and XpressCF+ ® platforms.
These large scale technology transfers may fail or be delayed, resulting in impacts to our development timelines and the costs associated with manufacturing our development products.
−Removed: Our existing collaborations with Merck, BMS, EMD Serono, Vaxcyte, BioNova and Tasly are important to our business.
+Added: Our existing collaborations with Astellas, Merck, BMS, EMD Serono, Vaxcyte, BioNova and Tasly are important to our business.
If our collaborators cease development efforts under our existing or future collaboration agreements, fail to fulfill their contract obligations, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under these agreements.
We have entered into collaborations with other biotechnology companies to develop or commercialize several of our product candidates, and such collaborations currently represent a significant portion of our product pipeline and discovery and preclinical programs.
−Removed: Substantially all of our revenue to date has been derived from our existing collaboration agreements with Merck, BMS and EMD Serono, and a significant portion of our future revenue and cash resources is expected to be derived from these agreements or other similar agreements into which we may enter in the future.
+Added: A substantial portion of our revenue to date has been derived from our existing collaboration agreements with Astellas, Merck, BMS, EMD Serono, Vaxcyte, BioNova, and Tasly, and a significant portion of our future revenue and cash resources is expected to be derived from these agreements or other similar agreements into which we may enter in the future.
Revenue from research and development collaborations depends upon continuation of the collaborations, payments for research and development and other services and product supply, and the achievement of milestones, contingent payments and royalties, if any, derived from future products developed from our research.
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As a result, our collaborators may elect to de-prioritize our programs, change their strategic focus or pursue alternative technologies in a manner that results in reduced, delayed or no revenue to us.
−Removed: For example, Celgene, now BMS, was advancing four preclinical collaboration programs, one of which is CC-99712, an ADC targeting B-cell maturation antigen, or BCMA, for the treatment of multiple myeloma.
−Removed: BMS has worldwide development and commercialization rights with respect to this BCMA ADC, for which the FDA cleared the IND application, and a Phase 1 clinical trial has commenced enrolling patients.
−Removed: However, in 2019, Celgene, now BMS, decided to not exercise the option to acquire U.S.
−Removed: clinical development and commercialization rights to a second collaboration program and subsequently allowed the ex-U.S.
−Removed: rights to three additional collaboration programs (BCMA-CD3, PD1-LAG3, and PD1-TIM3) to revert to us at no cost to us.
−Removed: EMD Serono has advanced a collaboration program, M1231, a MUC1-EGFR bispecific ADC, into a Phase 1 clinical trial in the first quarter of 2021.
−Removed: EMD Serono has worldwide rights to M1231 and sole discretion in the clinical development and commercialization of this product.
−Removed: Additionally, in September 2021, Merck extended the research term for an additional two years for one target program covering two distinct cytokine derivative molecules for the treatment of cancer, to facilitate completion of preclinical research and development activities for a second candidate molecule with a novel design and approach.
+Added: For example, recently, EMD Serono decided to close the Phase 1a trial of M1231 in patients with solid tumors and not initiate a previously planned expansion study.
+Added: EMD Serono stated that the decision was based on strategic portfolio considerations.
+Added: BMS advanced a collaboration program, CC-99712, an ADC targeting B-cell maturation antigen, or BCMA, for the treatment of multiple myeloma, into a Phase 1 clinical trial in the third quarter of 2019.
+Added: BMS has worldwide development and commercialization rights with respect to this BCMA ADC.
+Added: Additionally, Merck initiated patient dosing in a Phase 1 clinical trial for MK-1484, a cytokine derivative of IL-2 discovered and developed under our collaboration, in July 2022.
+Added: Merck has worldwide rights to MK-1484 and sole discretion in the clinical development and commercialization for this product candidate.
In December 2021, Merck did not extend the research term for another target program of the collaboration and that program reverted to us.
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If our collaborations are unsuccessful, our business, financial condition, results of operations and prospects could be adversely affected.
−Removed: In addition, any dispute or litigation proceedings we may have with our collaborators in the future could delay development programs, create uncertainty as to ownership of intellectual property rights, distract management from other business activities and generate substantial expense.
−Removed: For example, in February 2022, Tasly indicated to us that it would like to discuss and renegotiate the terms of the Tasly License Agreement.
−Removed: We are uncertain whether Tasly intends to fulfill its obligations under the terms of the Tasly License Agreement, including timely delivery of the $40.0 million upfront payment.
−Removed: If Tasly does not fulfill its obligations under the Tasly License Agreement, or terminates the Tasly License Agreement, we may fail to recognize the expected future revenue and may be unable to collaborate to develop STRO-002 in Greater China on similar terms, or at all.
+Added: Our collaborators may fail to live up to the terms of their agreements with us, which would require us to seek to enforce our agreements in accordance with the dispute resolution procedures set forth therein.
+Added: These procedures may require us to engage in litigation or arbitration to enforce our rights, which can be expensive, time-consuming and distracting to our management and Board of Directors.
+Added: Further, the type and timing of resolution of such disputes are difficult to predict;
+Added: and there is the potential that we could fail to enforce our rights either in part or in whole.
+Added: Lastly, even if we successfully enforce our rights under our agreements with our collaborators, there is the possibility that we could fail to recover our expectancy following the litigation or arbitration, particularly for collaborators that are not subject to the jurisdiction of U.S.
+Added: In addition, any dispute or litigation proceedings we may have with our collaborators in the future could delay development programs, reduce or eliminate potential milestone or other payments, create uncertainty as to ownership of intellectual property rights, distract management from other business activities and generate substantial expense.
+Added: For example, in February 2022, Tasly indicated to us that it would like to discuss and
+Added: renegotiate the terms of the Tasly License Agreement;
+Added: and in April 2022, we entered into an amendment to the Tasly License Agreement amending the initial payment and certain milestone payments.
+Added: If we encounter similar situations with Tasly or other collaboration partners, we may fail to recognize the expected future revenue and may be unable to collaborate under the terms of the applicable arrangement.
Moreover, to the extent that any of our existing or future collaborators were to terminate a collaboration agreement, we may be forced to independently develop these product candidates, including funding preclinical studies or clinical trials, assuming marketing and distribution costs and defending intellectual property rights, or, in certain instances, abandon product candidates altogether, any of which could result in a change to our business plan and have a material adverse effect on our business, financial condition, results of operations and prospects.
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A reduction or interruption in supply, and an inability to develop alternative sources for such supply, could adversely affect our ability to manufacture our product candidates in a timely or cost-effective manner.
−Removed: We currently manufacture a portion of our product candidates internally and also rely on third-party manufacturing and supply partners to supply components of our product candidates.
+Added: We currently manufacture a portion of our product candidates internally and also rely on third-party manufacturing and supply partners to supply components of our product candidates and materials used to manufacture our product candidates.
Our inability to manufacture sufficient quantities of our product candidates, or the loss of our third-party suppliers, or our or their failure to comply with applicable regulatory requirements or to supply sufficient quantities at acceptable quality levels or prices, or at all, would materially and adversely affect our business.
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Since our own manufacturing facilities may be limited or unable to manufacture certain of our preclinical and clinical trial product materials and supplies, we rely on third-party contract manufacturers to manufacture such clinical trial product materials and supplies for our or our collaborator’s needs.
−Removed: For example, we have entered into a manufacturing agreement with EMD Millipore Corporation to provide manufacturing services for certain linker-warhead materials used in our STRO-001 product candidate and to perform conjugation of the linker-warhead with the antibody component of our STRO-001 and
−Removed: STRO-002 product candidates.
+Added: For example, we have entered into a manufacturing agreement with EMD Millipore Corporation to provide manufacturing services for certain linker-warhead materials used in our STRO-001 product candidate and to perform conjugation of the applicable linker-warhead with the antibody component of our luvelta and STRO-001 product candidates.
+Added: We have also entered into agreements with Capua Bioservices, S.p.A.
+Added: and with AGC Biologics GmbH for the manufacture of certain reagents used in the manufacture of our products with our XpressCF ® and XpressCF+ ® platforms.
There can be no assurance that our preclinical and clinical development product supplies will not be limited, interrupted, or of satisfactory quality or continue to be available at acceptable prices.
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delay in submitting regulatory applications, or receiving regulatory approvals, for product candidates;
−Removed: loss of the cooperation of an existing or future collaborator;
+Added: loss of an existing or future collaborator;
+Added: losses resulting from an inability to utilize reserved manufacturing capacity because of delays or difficulties encountered in the supply chain;
subjecting third-party manufacturing facilities or our manufacturing facilities to additional inspections by regulatory authorities;
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Additionally, we and our contract manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes, unstable political environments, or epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, or failures or delays in our manufacturing supply chain.
+Added: For example, restrictions on travel imposed by governments, including China, or restrictions on person-in-plant permissions imposed by our contract manufacturers may limit the ability of our subject matter experts to visit our manufacturers and assist with technology transfers.
If we or our contract manufacturers were to encounter interruptions from any of these events or other unforeseen events, our ability to provide our product candidates to patients in clinical trials, or to provide product for treatment of patients once approved, would be jeopardized.
−Removed: We, or third-party manufacturers, may be unable to successfully scale-up manufacturing of our product candidates in sufficient quality and quantity, which would delay or prevent us from developing our product candidates and commercializing approved products, if any.
+Added: We, or third-party manufacturers, may be unable to successfully scale-up manufacturing of our product candidates or materials used to manufacture components of our product candidates in sufficient quality and quantity, which would delay or prevent us from developing our product candidates and commercializing approved products, if any.
In order to conduct clinical trials of our product candidates, we will need to manufacture them in large quantities.
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In addition, quality issues may arise during scale-up activities.
−Removed: If we, or any manufacturing partners, are unable to successfully scale up the manufacture of our product candidates in sufficient quality and quantity, the development, testing, and clinical trials of that product candidate may be delayed or infeasible, and regulatory approval or commercial launch of any resulting product may be delayed or not obtained, which could significantly harm our business.
+Added: If we, or any manufacturing partners, are unable to successfully scale up the manufacture of our product candidates, or materials used in manufacturing components of our product candidates, in sufficient quality and quantity, the development, testing, and clinical trials of that product candidate may be delayed or infeasible, and regulatory approval or commercial launch of any resulting product may be delayed or not obtained, which could significantly harm our business.
Scaling up a biologic manufacturing process is a difficult and uncertain task, and we may not be successful in transferring our production system or our third-party manufacturers may not have the necessary capabilities to complete the implementation and development process.
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If we or any of our third-party manufacturers encounter such difficulties, our ability to provide supply of our product candidates for clinical trials, our ability to obtain marketing approval, or our ability to provide supply of our products for patients, if approved, could be delayed or stopped.
−Removed: Our product candidates are considered to be biologics and the process of manufacturing biologics is complex, time-consuming, highly regulated and subject to multiple risks.
+Added: Our product candidates are considered to be biologics and the process of manufacturing biologics and materials used to manufacture components of our products can be complex, time-consuming, highly regulated and subject to multiple risks.
We and our contract manufacturers must comply with cGMPs, regulations and guidelines for the manufacturing of biologics used in clinical trials and, if approved, marketed products.
−Removed: To date, we and our contract manufacturers have limited experience in the manufacturing of cGMP batches of our product candidates.
+Added: To date, we and our contract manufacturers have limited experience in the manufacturing of cGMP batches of our product candidates and materials used to manufacture components of our product candidates.
Manufacturing biologics is highly susceptible to product loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, inconsistency in yields, variability in product characteristics and difficulties in scaling the production process.
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For instance, changes in our process during the course of clinical development may require us to show the comparability of the product used in earlier clinical phases or at earlier portions of a trial to the product used in later clinical phases or later portions of the trial.
−Removed: We may not be successful in our efforts to use our XpressCF ® and XpressCF+ ®TM platforms to expand our pipeline of product candidates and develop marketable products.
−Removed: The success of our business depends in large part upon our ability to identify, develop and commercialize products based on our XpressCF ® and XpressCF+ ®TM platforms.
−Removed: STRO-001 and STRO-002 are our most advanced clinical stage programs and our preclinical and research programs may fail to identify other potential product candidates for clinical development for a number of reasons.
+Added: We may not be successful in our efforts to use our XpressCF ® and XpressCF+ ® platforms to expand our pipeline of product candidates and develop marketable products.
+Added: The success of our business depends in large part upon our ability to identify, develop and commercialize products based on our XpressCF ® and XpressCF+ ® platforms.
+Added: Luvelta is our most advanced clinical stage program and STRO-001 is our next most advanced clinical stage program, and our preclinical and research programs may fail to identify other potential product candidates for clinical development for a number of reasons.
Our research methodology may be unsuccessful in identifying potential product candidates or our potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to receive marketing approval.
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If companion diagnostics are developed in conjunction with clinical programs, the FDA may require regulatory approval of a companion diagnostic as a condition to approval of the product candidate.
−Removed: For example, if we use a diagnostic test to determine which patients are most likely to benefit from STRO-001 for the treatment of multiple myeloma and NHL by designing our pivotal trial or trials of STRO-001 in that indication to require that clinical trial patients have elevated CD74 expression as a criterion for enrollment, then we will likely be required to obtain FDA approval or clearance of a companion diagnostic, concurrent with approval of STRO-001, to test for elevated CD74 expression;
−Removed: we may also be required to demonstrate to the FDA the predictive utility of the companion diagnostic—namely, that the diagnostic selects for patients in whom the biologic therapy will be effective or more effective compared to patients not selected for by the diagnostic.
−Removed: Similarly, as we are developing STRO-002 for a potential indication in patients with elevated FolRα
−Removed: expression levels, we are likely to be required to obtain FDA approval or clearance of a companion diagnostic, concurrent with approval of STRO-002, to test for elevated FolRα
+Added: For example, as we are developing luvelta for treatment of patients having ovarian cancer with elevated FolRα
+Added: expression levels, we are likely to be required to obtain FDA approval or clearance of a companion diagnostic, concurrent with approval of luvelta, to test for elevated FolRα
We do not have experience or capabilities in developing or commercializing diagnostics and plan to rely in large part on third parties to perform these functions.
−Removed: We have entered into an agreement to develop diagnostic assays suitable for use as a companion diagnostic for STRO-002.
+Added: We have entered into an agreement to develop diagnostic assays suitable for use as a companion diagnostic for luvelta.
Companion diagnostics are subject to regulation by the FDA and foreign regulatory authorities as medical devices and require separate regulatory approval or clearance prior to commercialization.
+Added: Similarly, if we use a diagnostic test to determine which patients are most likely to benefit from STRO-001 for the treatment of multiple myeloma and NHL by designing our pivotal trial or trials of STRO-001 in that indication to require that clinical trial patients have elevated CD74 expression as a criterion for enrollment, then we will likely be required to obtain FDA approval or clearance of a companion diagnostic, concurrent with approval of STRO-001, to test for elevated CD74 expression;
+Added: we may also be required to demonstrate to the FDA the predictive utility of the companion diagnostic—namely, that the diagnostic selects for patients in whom the biologic therapy will be effective or more effective compared to patients not selected for by the diagnostic.
In addition, our partner BMS may be required to develop and obtain regulatory clearance for a companion diagnostic to assess BCMA expression in patients in connection with their development of CC-99712.
−Removed: Similarly, our partner EMD Serono may be required to develop and obtain regulatory clearance for companion diagnostics to assess MUC1 and EGFR expression in patients in connection with their development of M1231.
If we or our collaborators, or any third party, are unable to successfully develop companion diagnostics for our product candidates, or experience delays in doing so:
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The development and commercialization of drugs and therapeutic biologics is highly competitive.
−Removed: Our product candidates, if approved, will face significant competition and our failure to effectively compete may prevent us from achieving significant market penetration.
+Added: Our product candidates, if approved, will face significant competition and our failure to effectively compete may prevent us
+Added: from achieving significant market penetration.
Most of our competitors have significantly greater resources than we do and we may not be able to successfully compete.
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Our competitors have developed, are developing or will develop product candidates and processes competitive with our product candidates and processes.
−Removed: Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments, including those based on novel
−Removed: technology platforms, that enter the market.
+Added: Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments, including those based on novel technology platforms, that enter the market.
We believe that a significant number of products are currently under development, and may become commercially available in the future, for the treatment of conditions for which we are trying, or may try, to develop product candidates.
There is intense and rapidly evolving competition in the biotechnology, biopharmaceutical and antibody and immunoregulatory therapeutics fields.
−Removed: While we believe that our XpressCF ® platform, associated intellectual property and our scientific and technical know-how give us a competitive advantage in this space, competition from many sources exists or may arise in the future.
−Removed: Our competitors include larger and better funded biopharmaceutical, biotechnological and therapeutics companies, including companies focused on cancer immunotherapies, such as AstraZeneca PLC, BMS, GlaxoSmithKline PLC, Merck, Novartis AG, Pfizer Inc., or Pfizer, Roche Holding Ltd, Sanofi S.A., and companies focused on ADCs, such as Pfizer, GlaxoSmithKline PLC, Daiichi Sankyo Company, Limited, ImmunoGen, Inc., Seagen, Inc., Genentech, Inc., or Genentech, Gilead Sciences Inc., Mersana Therapeutics, Inc., and ADC Therapeutics SA, as well as numerous small companies.
+Added: While we believe that our XpressCF ® and XpressCF+ ® platforms, associated intellectual property and our scientific and technical know-how give us a competitive advantage in this space, competition from many sources exists or may arise in the future.
+Added: Our competitors include larger and better funded biopharmaceutical, biotechnological and therapeutics companies, including companies focused on cancer immunotherapies, such as AstraZeneca PLC, BMS, GlaxoSmithKline PLC, Johnson & Johnson, Merck Sharp & Dohme LLC, Novartis AG, Pfizer Inc., or Pfizer, Roche Holding Ltd, Sanofi S.A., and companies focused on ADCs, such as BMS, Pfizer, GlaxoSmithKline PLC, Daiichi Sankyo Company, Limited, Eisai, Co., Ltd., ImmunoGen, Inc., Eli Lilly & Company, Pfizer, Exelixis, Inc., Seagen, Inc., Astellas Pharma Inc., Genentech, Inc., or Genentech, Gilead Sciences Inc., Mersana Therapeutics, Inc., and ADC Therapeutics SA, as well as numerous small companies.
Moreover, we also compete with current and future therapeutics developed at universities and other research institutions.
−Removed: We are aware of several companies that are developing ADCs, cytokine derivatives, bispecific antibodies and cancer immunotherapies.
+Added: We are aware of several companies that are developing ADCs, cytokine derivatives, bispecific antibodies and cancer immunotherapies, including companies developing ADCs directed to the same target as luvelta.
+Added: For example, Immunogen recently received approval for a folate receptor α
+Added: targeted ADC, ELAHERE.
+Added: BMS and Eisai are also collaborating on development of a similarly targeted ADC, known as MORAb-202.
Many of these companies are well-capitalized and, in contrast to us, have significant clinical experience, and may include our existing or future collaborators.
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If our most advanced product candidates are approved, they will compete with a range of therapeutic treatments that are either in development or currently marketed.
−Removed: Currently marketed oncology drugs and therapeutics range from monoclonal antibodies, such as Genentech’s Herceptin;
+Added: Currently marketed oncology therapeutics include a range of biologic modalities with the top selling products by class spanning tumor targeting monoclonal antibodies, such as Johnson & Johnson’s Darzalex;
to ADCs, such as Genentech’s Kadcyla;
−Removed: to immune checkpoint inhibitors, such as BMS’s Opdivo;
+Added: to immune checkpoint inhibitors, such as Merck’s Keytruda;
to T cell-engager immunotherapies, such as Amgen, Inc.’s Blincyto;
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In addition, numerous compounds are in clinical development for cancer treatment.
−Removed: With respect to B cell-based malignancies, such as multiple myeloma, the most common treatments are chemotherapeutic compounds, radiation therapy, stem cell transplantation, corticosteroids, immunomodulating agents, and targeted therapy.
The clinical development pipeline for cancer includes small molecules, antibodies, vaccines, cell therapies and immunotherapies from a variety of companies and institutions.
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We are highly dependent on the research and development, clinical development, manufacturing, and business development expertise of our management team, advisors and other specialized personnel.
−Removed: The loss of one or more members of our management team or other key employees or advisors could delay our research and development programs and have a material and adverse effect on our business, financial condition, results of operations and prospects.
+Added: The loss of one or more members of our management team or other key employees or advisors could delay our research and development programs and have a material and adverse effect on our business, financial condition, results of
+Added: operations and prospects.
The relationships that our key managers have cultivated within our industry make us particularly dependent upon their continued employment with us.
−Removed: We are dependent on the continued service of our technical personnel because of the highly technical nature of our product candidates and XpressCF ® platform technologies and the specialized nature of the regulatory approval process.
+Added: We are dependent on the continued service of our technical personnel because of the highly technical nature of our product candidates and XpressCF ® and XpressCF+ ® platform technologies and the specialized nature of the regulatory approval process.
Because our management team and key employees are not obligated to provide us with continued service, they could terminate their employment with us at any time without penalty.
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Our inability to successfully manage our growth and expand our operations could have a material and adverse effect on our business, financial condition, results of operations and prospects.
+Added: For example, the COVID-19 pandemic has resulted in a significant percentage of our employees working remotely from time to time, which has amplified certain risks to our business.
+Added: For example, the increase in remote work has increased demand on our information technology resources and systems, increased phishing and other malicious activity as cybercriminals try to exploit the uncertainty surrounding the COVID-19 pandemic, which has led to an increase in the number of points of potential exposure, such as laptops and mobile devices, that need to be secured.
+Added: Any failure to effectively manage these risks, including to timely identify and appropriately respond to any security incidents, may adversely affect our business.
+Added: The COVID-19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations.
+Added: Additionally, we have incurred increased costs as a result of COVID-19, including increased expenses to implement additional measures to ensure the health and safety of our workforce, such as reimbursing for periodic COVID-19 testing and providing face masks.
If any of our product candidates are approved for marketing and commercialization and we are unable to develop sales, marketing and distribution capabilities on our own or enter into agreements with third parties to perform these functions on acceptable terms, we will be unable to commercialize successfully any such future products.
We currently have limited sales, marketing and distribution capabilities or experience.
−Removed: If any of our product candidates are approved, we will need to develop internal sales, marketing and distribution capabilities to commercialize such products, which would be expensive and time consuming, or enter into collaborations with third parties to perform these services.
+Added: If any of our product candidates are approved, we will need to develop additional internal sales, marketing and distribution capabilities to commercialize such products, which would be expensive and time consuming, or enter into collaborations with third parties to perform these services.
If we decide to market our products directly, we will need to commit significant financial and managerial resources to develop a marketing and sales force with technical expertise and supporting distribution, administration and compliance capabilities.
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Product liability claims could delay or prevent completion of our development programs.
−Removed: If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension or withdrawal of approvals.
+Added: If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our
+Added: manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension or withdrawal of approvals.
Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial participants or patients and a decline in our stock price.
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In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information health information, and personal information.
−Removed: It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.
−Removed: We have established physical, electronic and organizational measures designed to safeguard and secure our systems to prevent a data security incident (for example:
+Added: We have established physical, electronic and organizational measures designed to safeguard and secure our systems to prevent a data security incident (which may include, for example:
data breaches, viruses or other malicious code, coordinated attacks, data loss, phishing attacks, ransomware, denial of service attacks, or other security or information technology incidents caused by threat actors, technological vulnerabilities or human error), and rely on commercially available systems, software, tools, and monitoring to provide security for our information technology systems and the processing, transmission and storage of digital information.
−Removed: We have also outsourced elements of our information technology infrastructure, and as a result a number of third-party vendors may or could have access to our confidential information.
+Added: We have also outsourced
+Added: elements of our information technology infrastructure, and as a result, a number of third-party vendors may or could have access to our confidential information.
Our internal information technology systems and infrastructure, and those of our current and any future collaborators, CROs, third-party vendors, contractors and consultants and other third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the internet, attachments to emails, persons inside our organization, or persons with access to systems inside our organization.
1 unchanged sentence
In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss of confidential information or other intellectual property.
−Removed: The costs to us or our CROs or other contractors or consultants we may utilize to mitigate network security problems, bugs, viruses, worms, phishing attempts, malicious software programs and security vulnerabilities could be significant, and while we have implemented security measures designed to protect our data security and information technology systems, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service and other harm to our business and our competitive position.
−Removed: We have incurred successful phishing attempts in the past, and although believe that these attempts were detected and neutralized without any compromise to our data and prior to any significant impact to our business and we have implemented additional measures to prevent such attacks, we may still be subject to similar attacks in the future.
+Added: The costs to us or our CROs or other contractors or consultants we may utilize to mitigate a data security incident and security vulnerabilities could be significant, and while we have implemented security measures designed to protect our data security and information technology systems, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service and other harm to our business and our competitive position.
+Added: We have incurred successful phishing attempts in the past, although we believe that these attempts were detected and neutralized without any compromise to our data and prior to any significant impact to our business.
+Added: We have also implemented measures to prevent such attacks, but we may still be subject to similar attacks in the future.
We are also aware of publicly disclosed security breaches at certain third-parties on which we rely, although we have not been informed of any resulting breach to our data.
1 unchanged sentence
For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.
+Added: Further, if we are unable to generate or maintain access to essential patient samples or data for our research and development and manufacturing activities for our programs, our business could be materially adversely affected.
Moreover, if a computer security breach affects our systems or results in the unauthorized release of personally identifiable information, our reputation could be materially damaged.
−Removed: In addition, such a breach may require notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and security laws, if applicable, including the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and its implementing rules and regulations, as well as regulations promulgated by the Federal Trade Commission and state breach notification laws.
−Removed: We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal information.
−Removed: For example, the California Consumer Privacy Act of 2018, or the CCPA, imposes a private right of action for security breaches that could lead to some form of remedy including regulatory scrutiny, fines, private right of action settlements, and other consequences.
+Added: Such a breach may require notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and security laws, such as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and its implementing rules and regulations, regulations promulgated by the Federal Trade Commission and state breach notification laws.
+Added: We also may be subject to European privacy laws, such as the General Data Protection Regulation, or GDPR.
+Added: We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal information that may result in regulatory scrutiny, fines, private right of action settlements, and other consequences.
Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules and possible government oversight.
−Removed: Our failure to comply with such laws or to adequately secure
−Removed: the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, member base and revenue.
−Removed: Further, if we are unable to generate or maintain access to essential patient samples or data for our research and development and manufacturing activities for our programs, our business could be materially adversely affected.
+Added: Our failure to comply with such laws or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, member base and revenue.
Our information technology systems could face serious disruptions that could adversely affect our business.
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If we default under the Loan and Security Agreement, the lenders will be able to declare all obligations immediately due and payable and take control of our collateral, potentially requiring us to renegotiate our agreement on terms less favorable to us or to immediately cease operations.
+Added: The Loan and Security Agreement previously included a covenant requiring us to keep substantially all of our cash and investments with SVB, the substantial majority of which was held in a custodial account with another institution, for which SVB Asset Management was the advisor.
+Added: In March 2023, we amended our Loan and Security Agreement to allow us to hold cash and investments at multiple financial institutions and we began the process of moving cash and investments into accounts at other financial institutions.
Further, if we are liquidated, the rights of Oxford and SVB to repayment would be senior to the rights of the holders of our common stock to receive any proceeds from the liquidation.
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Department of Labor.
−Removed: Although we believe that our safety procedures for handling and disposing of these materials comply with the standards mandated by applicable regulations, the risk of accidental contamination or injury from these materials cannot be eliminated.
+Added: Although we believe that our safety procedures for handling and disposing of these materials comply with the standards mandated by applicable regulations, including employee and contractor training and procedures regarding safe handling and disposal, the risk of accidental or mistaken contamination or injury from these materials cannot be eliminated.
If an accident occurs, we could be held liable for resulting damages, which could be substantial.
1 unchanged sentence
Although we maintain workers’
−Removed: compensation insurance to cover us for costs and
−Removed: expenses we may incur due to injuries to our employees resulting from the use of these materials, this insurance may not provide adequate coverage against potential liabilities.
+Added: compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of these materials or from other hazards potentially present in our workplaces, such as high voltage electricity, process steam or other hot material, liquid nitrogen or other cold material, materials stored under pressure, laboratory instruments that incorporate powerful lasers or magnets, sonic resonance, heavy machinery, and the like, this insurance may not provide adequate coverage against potential liabilities.
While we maintain pollution legal liability insurance for our manufacturing facility in San Carlos, California, we do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological or hazardous materials in our other locations.
1 unchanged sentence
We may incur substantial costs to comply with, and substantial fines or penalties if we violate, any of these laws or regulations.
−Removed: Our current operations are in two cities in the San Francisco Bay Area, and we, or the third parties upon whom we depend, may be adversely affected by earthquakes or other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
+Added: Our current operations are in two cities in the San Francisco Bay Area, and we, or the third parties upon whom we depend, may be adversely affected by earthquakes, other natural disasters, pandemics, including any significant resurgence of the COVID-19 pandemic, or other catastrophic events and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Our current operations are located in our facilities in South San Francisco and San Carlos, California.
−Removed: Any unplanned event, such as earthquake, flood, fire, explosion, extreme weather condition, epidemic, pandemic or contagious disease, power shortage, telecommunication failure or other natural or man-made accidents or incidents that result in us being unable to fully utilize our facilities, or the manufacturing facilities of our third-party contract manufacturers, may have a material and adverse effect on our ability to operate our business, particularly on a daily basis, and have significant negative consequences on our financial and operating conditions.
+Added: Any unplanned event, such as earthquake, flood, fire, explosion, extreme weather condition, epidemic, pandemic or contagious disease, including any significant resurgence of the COVID-19 pandemic, power shortage, telecommunication failure or other natural or man-made accidents or incidents that result in us being unable to fully utilize our facilities, or the manufacturing facilities of our third-party contract manufacturers, may have a material and adverse effect on our ability to operate our business, particularly on a daily basis, and have
+Added: significant negative consequences on our financial and operating conditions.
Loss of access to these facilities may result in increased costs, delays in the development of our product candidates or interruption of our business operations.
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Our net operating loss carryforwards generated in tax years ending on or prior to December 31, 2017, are only permitted to be carried forward for 20 years under applicable U.S.
−Removed: Under the 2017 Tax Act, as modified by the CARES Act, our federal net operating losses generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal net operating losses in tax years beginning after December 31, 2020, is limited to 80% of taxable income.
+Added: Under the 2017 Tax Act, as modified by the CARES Act, our federal net operating losses generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal net operating losses, is limited to 80% of taxable income.
It is uncertain if and to what extent various states will conform to the 2017 Tax Act or the CARES Act.
10 unchanged sentences
As of December 31, 2022, we held Vaxcyte common stock with a fair value of $32.0 million.
−Removed: Vaxcyte common stock is publicly traded and therefore subject to the various risk factors associated with any publicly traded company, including risks associated with Vaxcyte’s business, its business outlook, cash flow requirements and financial performance, the state of the market and the general economic climate, including the impact of the COVID-19 pandemic.
+Added: Vaxcyte common stock is publicly traded and therefore subject to the various risk factors associated with any publicly traded company, including risks associated with Vaxcyte’s business, its business outlook, cash flow requirements and financial performance, the state of the market and the general economic climate, including the impact of the COVID-19 pandemic, rising interest rates, and inflation.
Vaxcyte common stock has been subject to substantial volatility, and the change in fair value of our interests in Vaxcyte will materially impact our reported net income or net loss in our financial statements.
+Added: Our cash and investments could be adversely affected if the financial institutions in which we hold our cash and investments fail.
+Added: We regularly maintain cash balances at third-party financial institutions, including with SVB, in excess of the FDIC insurance limit and similar regulatory insurance limits outside the United States.
+Added: Further, if we enter into a credit, loan or other similar facility with a financial institution, certain covenants included in such facility may require as security that we keep a significant portion of our cash with the institution providing such facility.
+Added: If a depository institution where we maintain deposits fails or is subject to adverse conditions in the financial or credit markets, we may not be able to recover all, if any, of our deposits, which could adversely impact our operating liquidity and financial performance.
Our financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
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ability to obtain and maintain patents and other forms of intellectual property rights, including in-licenses of intellectual property rights of others, for our product candidates, methods used to manufacture our product candidates and methods for treating patients using our product candidates, as well as our ability to preserve our trade secrets, to prevent third parties from infringing upon our proprietary rights and to operate without infringing upon the proprietary rights of others.
−Removed: We, our licensors and collaborators may not be able to apply for patents on certain aspects of our product candidates in a timely fashion or at all.
+Added: We, our licensors and collaborators may not be able to apply for patents on certain aspects of our product candidates in a timely fashion or at all, including delays as a result of the COVID-19 pandemic impacting our or our licensors’
Further, we, our licensors and collaborators may not be able to prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner.
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Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.
−Removed: If our licensors or collaborators fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated.
+Added: If our licensors or collaborators fail to establish,
+Added: maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated.
If our licensors, licensees or collaborators are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.
2 unchanged sentences
Therefore, we cannot be certain that we, our licensors or collaborators were the first to make the inventions claimed in our patents or pending patent applications, or were the first to file for patent protection of such inventions, or if such patents rights may otherwise become invalid.
+Added: Composition of matter patents for biological and pharmaceutical therapeutic candidates often provide a strong form of intellectual property protection for those types of products, as such patents provide protection without regard to any method of use.
+Added: We cannot be certain that the claims in our pending patent applications directed to composition of matter of our therapeutic candidates will be considered patentable by the United States Patent and Trademark Office (USPTO) or by patent offices in foreign countries, or that the claims in any of our issued patents will be considered valid and enforceable by courts in the United States or foreign countries.
+Added: Method of use patents protect the use of a product for the specified method.
+Added: This type of patent does not prevent a competitor from making and marketing a product that is identical to our therapeutics for an indication that is outside the scope of the patented method.
+Added: Moreover, even if competitors do not actively promote their product for our targeted indications, clinicians may prescribe these products “off-label.”
+Added: Although off-label prescriptions may infringe or contribute to the infringement of method of use patents, the practice is common and such infringement is difficult to prevent or prosecute.
Our existing issued and granted patents and any future patents we obtain may not be sufficiently broad to prevent others from using our technology or from developing competing products and technology.
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We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants that obligate them to maintain confidentiality and assign their inventions to us.
−Removed: Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.
+Added: Despite these efforts, any of these parties may breach the agreements and disclose our proprietary
+Added: information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time- consuming, and the outcome is unpredictable.
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Therapeutics in oncology or other disease areas developed in cell-free-based synthesis systems are a relatively new scientific field.
−Removed: We have obtained grants and issuances of, and have obtained a license from a third party on an exclusive basis to, patents related to our proprietary XpressCF ® platform.
+Added: We have obtained grants and issuances of, and have obtained a license from a third party on an exclusive basis to, patents related to our proprietary XpressCF ® and XpressCF+ ® platforms.
The issued patents and pending patent applications in the United States and in key markets around the world that we own or license claim many different methods, compositions and processes relating to the discovery, development, manufacture and commercialization of antibody-based and other therapeutics.
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An international application under the Patent Cooperation Treaty, PCT, is usually filed within twelve months after the priority filing.
−Removed: Based on the PCT filing, national and regional patent applications may be filed in the United States, EU, Japan, Australia and Canada and, depending on the individual case, also in any or all of, inter alia, Brazil, China, Hong Kong, India, Israel, Mexico, New Zealand, Russia, South Africa, South Korea and other jurisdictions.
+Added: Based on the PCT filing, national and regional patent applications may be filed in the United States, EU, Japan, Australia and Canada and, depending on the individual case, also in any or all of, inter alia, Brazil, China, Hong Kong, India, Israel, Mexico, New Zealand, South Africa, South Korea and other jurisdictions.
We have so far not filed for patent protection in all national and regional jurisdictions where such protection may be available.
2 unchanged sentences
It is also quite common that depending on the country, various scopes of patent protection may be granted on the same product candidate or technology.
+Added: Geopolitical actions in the United States and in foreign countries could increase the uncertainties and costs surrounding the prosecution or maintenance of patent applications and the maintenance, enforcement or defense of issued patents.
+Added: For example, the United States and foreign government actions related to Russia’s invasion of Ukraine may limit or prevent filing, prosecution and maintenance of patent applications in Russia.
+Added: Government actions may also prevent maintenance of issued patents in Russia.
+Added: These actions could result in abandonment or lapse of patents or patent applications, resulting in partial or complete loss of patent rights in Russia.
+Added: If such an event were to occur, it could have a material adverse effect on our business.
+Added: In addition, a decree was adopted by the Russian government in March 2022, allowing Russian companies and individuals to exploit inventions owned by patentees that have citizenship or nationality in, are registered in, or have predominately primary place of business or profit-making activities in the United States and other countries that Russia has deemed unfriendly without consent or compensation.
+Added: Consequently, we would not be able to prevent third parties from practicing our inventions in Russia or from selling or importing products made using our inventions in and into Russia.
+Added: Accordingly, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affected.
The laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws in the United States, and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions.
4 unchanged sentences
If we or any of our licensors or collaborators are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position in the relevant jurisdiction may be impaired and our business, financial condition, results of operations and prospects may be adversely affected.
+Added: No earlier than June 1, 2023, European applications will soon have the option, upon grant of a patent, of becoming a Unitary Patent which will be subject to the jurisdiction of the Unitary Patent Court (“UPC).
+Added: This will be a significant change in European patent practice.
+Added: As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation.
We, our licensors or collaborators, or any future strategic partners may need to resort to litigation to protect or enforce our patents or other proprietary rights, all of which could be costly, time consuming, delay or prevent the development and commercialization of our product candidates, or put our patents and other proprietary rights at risk.
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In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace.
−Removed: Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or
−Removed: non-enablement.
+Added: Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or non-enablement.
Grounds for an unenforceability assertion could be an allegation that an individual connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution.
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Patents and other intellectual property rights also will not protect our technology if competitors design around our protected technology without legally infringing our patents or other intellectual property rights.
+Added: We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our therapeutics.
+Added: As the biopharmaceutical industry expands and more patents are issued, the risk increases that our product candidates may be subject to claims of infringement of the patent rights of third parties.
+Added: There can be no assurance that our operations do not, or will not in the future, infringe existing or future third-party patents.
+Added: Identification of third-party patent rights that may be relevant to our operations is difficult because patent searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning of patent claims.
+Added: We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough, nor can we be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of our therapeutic candidates in any jurisdiction.
+Added: Numerous U.S.
+Added: and foreign patents and pending patent applications exist in our market that are owned by third parties.
+Added: Our competitors in both the United States and abroad, many of which have substantially greater resources and have made substantial investments in patent portfolios and competing technologies, may have applied for or obtained or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make, use and sell our therapeutics.
+Added: We do not always conduct independent reviews of pending patent applications of and patents issued to third parties.
+Added: Patent applications in the United States and elsewhere are typically published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date.
+Added: applications that will not be filed outside the U.S.
+Added: can remain confidential until patents issue.
+Added: In addition, patent applications in the United States and elsewhere can be pending for many years before issuance, or unintentionally abandoned patents or applications can be revived.
+Added: Furthermore, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our technologies, our therapeutics or the use of our therapeutics.
+Added: As such, there may be applications of others now pending or recently revived patents of which we are unaware.
+Added: These patent applications may later result in issued patents, or the revival of previously abandoned patents, that will prevent, limit or otherwise interfere with our ability to make, use or sell our therapeutics.
+Added: The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history.
+Added: Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect.
+Added: For example, we may incorrectly determine that our therapeutics are not covered by a third-party patent or may incorrectly predict whether a third-party’s pending application will issue with claims of relevant scope.
+Added: Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect.
+Added: Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our product candidates.
+Added: We cannot provide any assurances that third-party patents do not exist which might be enforced against our current technology, including our research programs, product candidates, their respective methods of use, manufacture and formulations thereof, and could result in either an injunction prohibiting our manufacture or future sales, or, with respect to our future sales, an obligation on our part to pay royalties and/or other forms of compensation to third parties, which could be significant.
Intellectual property rights of third parties could adversely affect our ability to commercialize our product candidates, and we, our licensors or collaborators, or any future strategic partners may become subject to third party claims or litigation alleging infringement of patents or other proprietary rights or seeking to invalidate patents or other proprietary rights.
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There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions and inter partes review proceedings before the USPTO, and corresponding foreign patent offices.
−Removed: For example, one of our European patents related to technology auxiliary to our XpressCF ® platform was involved in an opposition proceeding at the European Patent Office, or EPO, and was revoked by the EPO in 2021.
−Removed: This will prevent us from asserting this patent against our competitors practicing otherwise infringing methods in relevant European countries where this patent has been granted.
+Added: For example, one of our European patents related to technology auxiliary to our XpressCF ® platform is involved in an opposition proceeding at the European Patent Office, or EPO, and was revoked by the EPO in 2021.
+Added: In April 2022, an appeal was filed and oral proceedings for the appeal is scheduled for October 27, 2023.
+Added: This may prevent us from asserting this patent against our competitors practicing otherwise infringing methods in relevant European
+Added: countries where this patent has been granted.
There are many issued and pending patents that might claim aspects of our product candidates and modifications that we may need to apply to our product candidates.
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There are numerous companies that have pending patent applications and issued patents broadly covering antibodies generally, covering antibodies directed against the same targets as, or targets similar to, those we are pursuing, or covering linkers and cytotoxic warheads similar to those that we are using in our product candidates.
−Removed: For example, we are aware of an issued patent, expected to expire in 2023, which has claims relating to methods of treating CD74-positive multiple myeloma with an ADC targeting CD74.
−Removed: As another example, we are aware of another issued patent, expected to expire in 2031, that relates to strained alkyne reagents that can be used as synthetic precursors for certain of our linker-warheads.
+Added: For example, we are aware of an issued patent, expected to expire in 2031, that relates to strained alkyne reagents that can be used as synthetic precursors for certain of our linker-warheads.
We are also aware of an issued patent expected to expire in 2028, relating to methods for targeting maytansinoids to a selected population of cells with a cell-binding agent conjugated to a maytansinoid with a non-cleavable linker.
−Removed: If any of these patents are valid and not yet expired when, and if, we receive marketing approval for STRO-001, we may need to seek a license to one or more of these patents, each of which may not be available on commercially reasonable terms or at all.
−Removed: Failure to receive a license to any of these patents, or other potentially relevant patents currently unknown to us, could delay commercialization of STRO-001.
+Added: We are further aware of a published patent application relating to certain conjugates comprising a genus of hemiasterlin derivatives that, if the claims were to issue as they are currently presented to the United States Patent and Trademark Office for examination, may be potentially relevant to products incorporating our hemiasterlin-derived linker-warhead.
+Added: If any of these patents are valid and not yet expired when, and if, we receive marketing approval for luvelta or STRO-001, as applicable, we may need to seek a license to one or more of these patents, each of which may not be available on commercially reasonable terms or at all.
+Added: Failure to receive a license to any of these patents, or other potentially relevant patents currently unknown to us, could delay commercialization of luvelta or STRO-001.
Our competitive position may suffer if patents issued to third parties or other third-party intellectual property rights cover our products or product candidates or elements thereof, or our manufacture or uses relevant to our development plans.
In such cases, we may not be in a position to develop or commercialize products or product candidates until such patents expire or unless we successfully pursue litigation to nullify or invalidate the third-party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms.
−Removed: There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our XpressCF ® platform and related technologies and product candidates.
−Removed: There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our XpressCF ® platform and related technologies and product candidates.
+Added: There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our XpressCF ® and XpressCF+ ® platforms and related technologies and product candidates.
+Added: There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our XpressCF ® and XpressCF+ ® platforms and related technologies and product candidates.
If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, including potentially treble damages and attorneys’
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applications filed after that date that will not be filed outside the United States remain confidential until patents issue.
−Removed: Patent applications in the United States and elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date.
−Removed: Therefore, patent applications covering our products or platform technology could have been filed by others without our knowledge.
−Removed: Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technology, our products or the use of our products.
+Added: Patent applications in the United States and
+Added: elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date.
+Added: Therefore, patent applications covering our products or platform technologies could have been filed by others without our knowledge.
+Added: Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our products or the use of our products.
Third-party intellectual property right holders may also actively bring infringement claims against us.
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We might, if possible, also be forced to redesign product candidates so that we no longer infringe the third-party intellectual property rights.
−Removed: Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our
−Removed: business and could have a material and adverse effect on our business, financial condition, results of operations and prospects.
+Added: Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business and could have a material and adverse effect on our business, financial condition, results of operations and prospects.
Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
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The Hatch-Waxman Amendments permit a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process.
−Removed: However, we may not receive an extension if we fail to exercise due diligence during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements.
+Added: However, we may not receive an extension if we
+Added: fail to exercise due diligence during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements.
Moreover, the length of the extension could be less than we request.
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Congress, the federal courts and the USPTO, and similar legislative and regulatory bodies in other countries in which we may pursue patent protection, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
+Added: We may become subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
+Added: We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectual property as an inventor or co-inventor.
+Added: The failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable.
+Added: Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our product candidates or as a result of questions regarding co-ownership of potential joint inventions.
+Added: Litigation may be necessary to resolve these and other claims challenging inventorship or ownership.
+Added: Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property.
+Added: If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property.
+Added: Such an outcome could have a material adverse effect on our business.
+Added: Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
+Added: Our current or future licensors may have relied on third-party consultants or collaborators or on funds from third parties, such as the U.S.
+Added: government, such that our licensors are not the sole and exclusive owners of the patents we in-licensed.
+Added: If other third parties have ownership rights or other rights to our in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology.
+Added: This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.
+Added: In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.
+Added: The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.
+Added: Such claims could have a material adverse effect on our business, financial condition, results of operations, and prospects.
If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
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If we are unable to develop, obtain regulatory approval for and commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.
+Added: Changes in regulatory policy may render our strategies for obtaining regulatory approval less effective or completely ineffective, preventing us from obtaining regulatory approval for our product candidates on time or at all.
All of our product candidates are in preclinical or early clinical development and their risk of failure is high.
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A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or safety profiles, notwithstanding promising results in earlier trials.
−Removed: We commenced a Phase 1 clinical trial of STRO-001, an ADC directed against CD74, for certain cancers in April 2018 and commenced a STRO-002 Phase 1 trial focused on ovarian and endometrial cancers in March 2019.
−Removed: Additionally, in the fourth quarter of 2021, we initiated a new cohort of the Phase 1 dose-expansion study of STRO-002 for endometrial cancer and a STRO-002 study in combination with bevacizumab.
+Added: We commenced a Phase 1 clinical trial of STRO-001, an ADC directed against CD74, for certain cancers in April 2018 and commenced a luvelta Phase 1 trial focused on ovarian and endometrial cancers in March 2019.
+Added: Additionally, in the fourth quarter of 2021, we initiated a new cohort of the Phase 1 study of luvelta for endometrial cancer and an additional Phase 1 study for the treatment of ovarian cancer with luvelta in combination with bevacizumab.
Commencing our future clinical trials is subject to finalizing the trial design and submitting an IND or similar submission with the FDA or similar foreign regulatory authority.
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Our development programs may be delayed for a variety of reasons, including delays related to:
−Removed: the FDA or other regulatory authorities requiring us or our collaborators to submit additional data or imposing other requirements before permitting us to initiate a clinical trial;
+Added: the FDA, EMA or other regulatory authorities requiring us or our collaborators to submit additional data or imposing other requirements before permitting us to initiate a clinical trial;
obtaining regulatory approval to commence a clinical trial;
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Our product candidates are subject to extensive governmental regulations relating to, among other things, research, testing, development, manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising and promotion, pricing, marketing and distribution of drugs and therapeutic biologics.
−Removed: Rigorous preclinical testing and clinical trials and an extensive regulatory approval process are required
−Removed: to be completed successfully in the United States and in many foreign jurisdictions before a new drug or therapeutic biologic can be marketed.
+Added: Rigorous preclinical testing and clinical trials and an extensive regulatory approval process are required to be completed successfully in the United States and in many foreign jurisdictions before a new drug or therapeutic biologic can be marketed.
Satisfaction of these and other regulatory requirements is costly, time consuming, uncertain and subject to unanticipated delays.
−Removed: It is possible that none of the product candidates we may develop, either alone or with our collaborators, will obtain the regulatory approvals necessary for us or our existing or future collaborators to begin selling them.
+Added: It is possible that none of the product candidates we
+Added: may develop, either alone or with our collaborators, will obtain the regulatory approvals necessary for us or our existing or future collaborators to begin selling them.
Although our employees have experience in conducting and managing clinical trials from prior employment at other companies, we, as a company, have no prior experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including approval by the FDA.
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It is impossible to predict whether legislative changes will be enacted, or whether FDA or foreign regulations, guidance or interpretations will be changed, or the impact of such changes, if any.
+Added: For example, the Oncology Center of Excellence within the FDA has recently advanced Project Optimus, which is an initiative to reform the dose optimization and dose selection paradigm in oncology drug development to emphasize selection of an optimal dose, which is a dose or doses that maximizes not only the efficacy of a drug but the safety and tolerability as well.
+Added: This shift from the prior approach, which generally determined the maximum tolerated dose, may require sponsors to spend additional time and resources to further explore a product candidate’s dose-response relationship to facilitate optimum dose selection in a target population.
+Added: Other recent Oncology Center of Excellence initiatives have included Project FrontRunner, a new initiative with a goal of developing a framework for identifying candidate drugs for initial clinical development in the earlier advanced setting rather than for treatment of patients who have received numerous prior lines of therapies or have exhausted available treatment options.
+Added: We are considering these policy changes as they relate to our programs.
Given that the product candidates we are developing, either alone or with our collaborators, represent a new approach to the manufacturing and type of therapeutic biologics, the FDA and its foreign counterparts have not yet established any definitive policies, practices or guidelines in relation to these product candidates.
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If we fail to comply with these requirements, we would be subject to possible regulatory action and may not be permitted to sell any products that we may develop.
−Removed: Even if we receive regulatory approval for any of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense.
+Added: Even if we receive regulatory approval for any of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expenses.
Additionally, our product candidates, if approved, could be subject to labeling and other restrictions and market withdrawal.
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Delays in filling or replacing key positions could significantly impact the ability of the FDA and other agencies to fulfill their functions, and could greatly impact healthcare and the pharmaceutical industry.
−Removed: Separately, in response to the COVID-19 pandemic, on March 10, 2020, the FDA announced its intention to postpone most foreign inspections of manufacturing facilities and, subsequently, on March 18, 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing facilities.
−Removed: Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic.
−Removed: Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system.
−Removed: The FDA intends to use this risk-based assessment system to identify the categories of regulatory activity that can occur within a given geographic area, ranging from mission critical inspections to resumption of all regulatory activities.
+Added: Separately, in response to the COVID-19 pandemic, for a period of time, the FDA temporarily postponed most inspections of foreign manufacturing facilities along with routine surveillance inspections of domestic manufacturing facilities.
+Added: The FDA has since developed a rating system to determine what categories of regulatory activity can take place in a given geographic region.
+Added: As of May 2021, the FDA is either continuing, on a case-by-case basis, to conduct “mission-critical”
+Added: inspections (foreign and domestic) or, where possible to do so safely, resuming prioritized domestic inspections, which generally include preapproval, pre-license, surveillance, and for-cause inspections.
+Added: In February 2022, the FDA stated that limited staff resources and increased workload associated with COVID-19 impacted its ability to meet user fee performance goals.
Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic.
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The 2020 federal spending package permanently eliminated, effective January 1, 2020, the ACA-mandated “Cadillac”
−Removed: tax on certain high cost employer-sponsored insurance plans and the medical device excise tax on non-exempt medical devices, and effective January 1, 2021, also eliminates the health insurer tax.
+Added: tax on certain high-cost employer-sponsored insurance plans and the medical device excise tax on non-exempt medical devices, and effective January 1, 2021, also eliminated the health insurer tax.
Further, the Bipartisan Budget Act of 2018, or the BBA, among other things, amended the ACA, effective January 1, 2019, to increase from 50% to 70% the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D and to close the coverage gap in most Medicare drug plans, commonly referred to as the “donut hole.”
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This includes aggregate reductions of Medicare payments to providers of 2% per fiscal year.
−Removed: These reductions went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, including the BBA, will remain in effect through 2030 with the exception of a temporary suspension from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic.
−Removed: The Medicare reductions phase back in starting with a 1% reduction in effect from April 1, 2022 to June 30, 2022, before increasing to the full 2% reduction.
+Added: These reductions went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute will remain in effect through 2032, unless additional Congressional action is taken.
Moreover, on January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.
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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 reimbursement rates.
−Removed: Therefore, any reduction in reimbursement that results from the MMA may result in a similar reduction in payments from private payors.
+Added: Therefore, any reduction in
+Added: reimbursement that results from the MMA may result in a similar reduction in payments from private payors.
In addition, CMS has begun bundling the Medicare payments for certain laboratory tests ordered while a patient received services in a hospital outpatient setting and, beginning in 2018, CMS will pay for clinical laboratory services based on a weighted average of reported prices that private payors, Medicare Advantage plans, and Medicaid Managed Care plans pay for laboratory services.
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Additionally, the NCD extended coverage to repeat testing when the patient has a new primary diagnosis of cancer.
−Removed: Recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products.
+Added: Recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several presidential executive orders, Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products.
The FDA released a final rule in September 2020 providing guidance for states to build and submit importation plans for drugs from Canada.
−Removed: Litigation was initiated with regard to this final rule, and the Biden Administration has defended the final rule.
−Removed: The litigation is ongoing.
Further, in November 2020, HHS finalized a regulation removing safe harbor protection for price reductions from pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit managers, unless the price reduction is required by law.
The rule also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers.
−Removed: The implementation of the rule has been delayed by the Biden Administration from January 1, 2022 to January 1, 2023 in response to ongoing litigation.
−Removed: The rule also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers, the implementation of which have also been delayed by the Biden administration until January 1, 2023.
+Added: The rule also created a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers.
+Added: The implementation of this final rule was delayed by the Biden administration until January 1, 2023 and subsequently delayed by the Inflation Reduction Act, or IRA, until January 1, 2032.
In December 2020, CMS issued a final rule implementing significant manufacturer price reporting changes under the Medicaid Drug Rebate Program, including regulations that affect manufacturer-sponsored patient assistance programs subject to pharmacy benefit manager accumulator programs and Best Price reporting related to certain value-based purchasing arrangements.
−Removed: It is unclear to what extent these new regulations will be implemented and to what extent these regulations or any future legislation or regulations by the Biden administration will have on our business, including our ability to generate revenue and achieve profitability.
+Added: Under the American Rescue Plan Act of 2021, effective January 1, 2024, the statutory cap on Medicaid Drug Rebate Program rebates that manufacturers pay to state Medicaid programs will be eliminated.
+Added: Elimination of this cap may require pharmaceutical manufacturers to pay more in rebates than they receive on the sale of products.
+Added: It is unclear to what extent these new requirements will be implemented and to what extent these regulations or any future legislation or regulations by the Biden administration will have on our business, including our ability to generate revenue and achieve profitability.
On September 9, 2021, the Biden Administration published a wide-ranging list of policy proposals, most of which would need to be carried out by Congress, to reduce drug prices and drug payment.
−Removed: The HHS plan includes, among other reform measures, proposals to (1) give Medicare authority to directly negotiate drug prices with manufacturers, (2) authorize HHS to negotiate Medicaid supplemental rebates on behalf of states, (3) allow employer-based, ACA marketplace and commercial health insurance plans to access Medicare negotiated drug prices, (4) place a cap on out-of-pocket costs for Medicare Part D beneficiaries and redistribute a higher proportion of drug costs to Part D and manufacturers, (5) mandate purchase of the least costly-alternative and to institute value-based or outcomes-based pricing arrangements, (6) disincentivize drug price increases, (8) facilitate approval and prescription of biosimilar and generic drugs, (9) increase drug pricing transparency, (10) prohibit certain types of rebates to pharmacy benefit managers, and (11) develop drug pricing models by tying price to outcomes.
−Removed: Similar proposals, including the plans to give Medicare authority to negotiate drug prices and cap out-of-pocket costs, have been included in legislation currently being debated by Congress.
+Added: These initiatives recently culminated in the enactment of the IRA in August 2022, which will, among other things, allow HHS to negotiate the selling price of certain drugs and biologics that CMS reimburses under Medicare Part B and Part D, although this will only apply to high-expenditure single-source biologics that have been approved for at least 11 years (7 years for drugs).
+Added: The negotiated prices, which will first become effective in 2026, will be capped at a statutory ceiling price.
+Added: Beginning in October 2022 for Medicare Part D and January 2023 for Medicare Part B, the IRA also penalizes drug manufacturers that increase prices of Medicare Part D and Part B drugs at a rate greater than the rate of inflation.
+Added: In addition, the law eliminates the “donut hole”
+Added: under Medicare Part D beginning in 2025 by significantly lowering the enrollee maximum out-of-pocket cost and requiring manufacturers to subsidize, through a newly established manufacturer discount program, 10% of Part D enrollees’
+Added: prescription costs for brand drugs below the out-of-pocket maximum, and 20% once the out-of-pocket maximum has been reached.
+Added: The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years.
+Added: Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties.
+Added: The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025.
+Added: These provisions will take effect progressively starting in 2023, although they may be subject to legal challenges.
At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.
Additionally, on May 30, 2018, the Trickett Wendler, Frank Mongiello, Jordan McLinn, and Matthew Bellina Right to Try Act of 2017 was signed into law.
−Removed: The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval.
+Added: The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial
+Added: and that are undergoing investigation for FDA approval.
Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA authorization under an FDA expanded access program;
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We may choose to seek an expanded access program for our product candidates, or to utilize comparable rules in other countries that allow the use of a drug, on a named patient basis or under a compassionate use program.
−Removed: 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 in additional downward pressure on the price that we receive for any approved product.
+Added: We expect that the ACA, the IRA and other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for any approved product.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products.
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In addition, we may be subject to patient data privacy and security regulation by the U.S.
−Removed: federal government and the states and the foreign governments in which we conduct our business.
−Removed: Restrictions under applicable federal and state anti-bribery and healthcare laws and regulations, include the following:
−Removed: the federal Anti-Kickback Statute, which prohibits, among other things, individuals and entities 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 a federal and state healthcare program such as Medicare and Medicaid.
−Removed: A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
−Removed: the federal criminal and civil false claims and civil monetary penalties laws, including the federal False Claims Act, which can be imposed through civil whistleblower or qui tam actions against individuals or entities, prohibits, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government.
−Removed: In addition, certain marketing practices, including off-label promotion, may also violate false claims laws.
−Removed: Moreover, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act;
−Removed: HIPAA, which imposes criminal and civil liability, prohibits, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;
−Removed: similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
−Removed: HIPAA, as amended by HITECH, which impose obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services involving the storage, use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of security of individually identifiable health information;
−Removed: the federal legislation commonly referred to as Physician Payments Sunshine Act, enacted as part of the ACA, and its implementing regulations, which requires certain manufacturers of covered drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with certain exceptions, to report annually to CMS information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), physician assistants, certain types of advanced practice nurses, and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members, with the information made publicly available on a searchable website;
−Removed: Foreign Corrupt Practices Act of 1977, as amended, which prohibits, among other things, U.S.
−Removed: companies and their employees and agents from authorizing, promising, offering, or providing, directly or indirectly, corrupt or improper payments or anything else of value to foreign government officials, employees of public international organizations and foreign government owned or affiliated entities, candidates for foreign political office, and foreign political parties or officials thereof;
−Removed: analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;
−Removed: certain state 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 in addition to requiring drug and therapeutic biologics manufacturers to report information related to payments to physicians and other healthcare providers or marketing expenditures and pricing information, state and local laws that require the registration of pharmaceutical sales representatives, and state 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.
−Removed: If we or our collaborators, manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations, we could be subject to enforcement actions, which could affect our ability to develop, market and sell our products successfully and could harm our reputation and lead to reduced acceptance of our products by the market.
−Removed: These enforcement actions include, among others:
−Removed: exclusion from participation in government-funded healthcare programs;
−Removed: exclusion of company products from coverage under federal health care programs;
−Removed: exclusion from eligibility for the award of government contracts for our products.
−Removed: Efforts to ensure that our current and future business arrangements with third parties comply with applicable healthcare laws and regulations could involve substantial costs.
−Removed: It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.
−Removed: If our operations are found to be in violation of any such requirements, we may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, the curtailment or restructuring of our operations, loss of eligibility to obtain approvals from the FDA, exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, integrity oversight and reporting obligations, or reputational harm, any of which could adversely affect our financial results.
−Removed: Although effective compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, these risks cannot be entirely eliminated.
−Removed: Any action against us for an alleged or suspected violation could cause us to incur significant legal expenses and could divert our management’s attention from the operation of our business, even if our defense is successful.
−Removed: In addition, achieving and sustaining compliance with applicable laws and regulations may be costly to us in terms of money, time and resources.
−Removed: Our failure to comply with privacy and data security laws, regulations and standards may cause our business to be materially adversely affected.
−Removed: We are, and may increasingly become, subject to various laws and regulations, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate.
−Removed: Personal privacy and data security have become significant issues in the United States, Europe and in many other jurisdictions.
−Removed: The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.
−Removed: We maintain a large quantity of sensitive information, including confidential business and patient health information in connection with our clinical development regarding the patients enrolled in our clinical trials.
−Removed: Any violations of these rules by us could subject us to civil and criminal penalties and adverse publicity and could harm our ability to initiate and complete clinical trials.
−Removed: We cannot provide assurance that current or future legislation will not prevent us from generating or maintaining personal data or that patients will consent to the use of their personal data (as necessary);
−Removed: either of these circumstances may prevent us from undertaking or publishing essential research and development, manufacturing, and commercialization, which could have a material adverse effect on our business, results of operations, financial condition, and prospects.
−Removed: In the United States, there are numerous federal and state consumer, privacy and data security laws and regulations governing the collection, use, disclosure, and protection of personal information, including health information privacy laws, security breach notification laws, and consumer protection laws.
−Removed: Each of these laws is subject to varying interpretations and constantly evolving.
−Removed: Federal law obligations may include HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, imposes privacy, security, and breach notification obligations on certain health care providers, health plans, and health care clearinghouses, known as covered entities, as well as their business associates that perform certain services involving creating, receiving, maintaining or transmitting individually identifiable health information for or on behalf of such covered entities.
−Removed: Entities that are found to be in violation of HIPAA as the result of a breach of unsecured protected health information, a complaint about privacy practices or an audit by Health and Human Services Administration (HHS), may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
−Removed: Further, entities that knowingly obtain, use, or disclose individually identifiable health information maintained by a HIPAA covered entity in a manner that is not authorized or permitted by HIPAA may be subject to criminal penalties.
−Removed: HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’
−Removed: fees and costs associated with pursuing federal civil actions.
−Removed: In addition, state laws govern the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
−Removed: Notably, we may obtain health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy and security requirements under HIPAA.
−Removed: Even when HIPAA does not apply, violating consumers’
−Removed: privacy rights or failing to take appropriate steps to keep consumers’
−Removed: personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C § 45(a).
−Removed: The Federal Trade Commission (FTC) expects a company’s data security measures to be reasonable and appropriate considering the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
−Removed: Individually identifiable health information is considered sensitive data that merits stronger safeguards.
−Removed: The FTC may also take action against companies for unfair acts or practices for failing to keep promises made in public statements, such as privacy policies.
−Removed: We make public statements about our use and disclosure of personal data through our privacy policy, information described on our website and in press statements.
−Removed: Although we endeavor to ensure that our public statements are complete and accurate, any failure (real or perceived) by us to comply with our privacy commitments could be considered an “unfair and deceptive”
−Removed: act by the FTC resulting in an FTC consent decree that may include fines and sustained government-mandated audits for a period of 20 years.
−Removed: A violation of an FTC privacy or data security consent decree can also subject the responding company to very high monetary penalties, as evidenced by the FTC obtaining $5 billion in negotiated monetary relief against Facebook for violation of a consent decree.
−Removed: State attorneys general may enforce comparable state law statutes covering unfair and deceptive practices with similar resulting consequences.
−Removed: Certain states have also adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA.
−Removed: California recently enacted legislation, the California Consumer Privacy Act, or CCPA, which went into effect January 1, 2020.
−Removed: The CCPA became enforceable by the California Attorney General on July 1, 2020, along with related regulations which came into force on August 14, 2020.
−Removed: Additionally, although not effective until January 1, 2023, the California Privacy Rights Act, or the CPRA, expands upon the CCPA and was passed in the recent election on November 3, 2020.
−Removed: The CCPA created individual privacy rights and places increased privacy and security obligations on entities handling personal information.
−Removed: The CPRA significantly modifies the CCPA, including by expanding consumers’
−Removed: rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts;
−Removed: future actions by this new agency could significantly impact our business activities and require substantial compliance costs that adversely affect our business, operating results, prospects and financial condition.
−Removed: Other states have followed California’s lead.
−Removed: The Virginia Consumer Data Protection Act, or VCDPA, which will go into effect in 2023, gives new data protection rights to Virginia residents and imposes additional obligations on controllers and processors of personal data.
−Removed: Colorado has also adopted a new state data protection act titled the Colorado Privacy Act, which is set to take effect on July 1, 2023.
−Removed: As of January 2022, fourteen states have pending consumer privacy legislation under review, which if enacted would add additional costs and expense of resources to maintain compliance.
−Removed: Internationally, many jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply.
−Removed: For example, the EU’s General Data Protection Regulation, or GDPR, which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and adds a broad array of requirements for handling personal information, including, for example, requirements to establish a legal basis for processing, higher standards for obtaining consent from individuals to process their personal information, more robust disclosures to individuals and a strengthened individual data rights regime, requirements to implement safeguards to protect the security and confidentiality of personal information that requires the adoption of administrative, physical and technical safeguards, shortened timelines for data breach notifications to appropriate data protection authorities or data subjects, limitations on retention and secondary use of information, increased requirements pertaining to health data and additional requirements that we impose certain contractual obligations on third-party processors in connection with the processing of the personal information.
−Removed: The GDPR, together with national legislation, regulations and guidelines of the EU member states governing the processing of personal information, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal information.
−Removed: In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal information relates, the transfer of personal information out of the European Economic Area, security breach notifications and the security and confidentiality of personal information.
−Removed: The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater, and other administrative penalties.
−Removed: Additionally, the United Kingdom, or UK, implemented the Data Protection Act effective in May 2018 and statutorily amended in 2019, that substantially implements the GDPR and contains provisions, including UK-specific derogations, for how GDPR is applied in the UK.
−Removed: beginning of 2021 (when the transitional period following Brexit expired), we have continued to comply with the GDPR and also the Data Protection Act, with each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover.
−Removed: The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to our business operations may limit the use and adoption of our services, reduce overall demand for them.
−Removed: Changes in these legislations may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources for compliance programs, could impact strategies and availability of previously useful data, and could result in increased compliance costs and/or changes in business practices and policies.
−Removed: The GDPR, as well as law in the United Kingdom and Switzerland, also prohibits the international transfer of personal data from the EEA/UK/Switzerland to countries outside of those jurisdictions unless made to a country deemed to have adequate data privacy laws by the European Commission or where a data transfer mechanism has been put in place.
−Removed: We rely on a mixture of mechanisms to transfer personal data to countries outside of the EEA, Switzerland, and the United Kingdom, including to the United States and therefore are continuing to evaluate the guidance and mechanisms required to establish adequate safeguards for personal data.
−Removed: Until recently, one such data transfer mechanism was the EU-US Privacy Shield.
−Removed: However, in July 2020 the Court of Justice of the European Union (CJEU), declared the Privacy Shield to be invalid.
−Removed: The CJEU upheld the validity of the standard contractual clauses (SCCs) as a legal mechanism to transfer personal data but companies relying on SCCs will—continually subject to guidance from regulators in the EEA—need to evaluate and implement supplementary measures that provide privacy protections additional to those provided under SCCs.
−Removed: For example, German and Irish supervisory authorities have indicated that the Standard Contractual Clauses alone provide inadequate protection for EU-U.S.
−Removed: data transfers.
−Removed: Use of the data transfer mechanisms must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals.
−Removed: In turn, the findings of the CJEU will have significant implications for cross-border data flows.
−Removed: On June 4, 2021, the European Commission adopted new Standard Contractual Clauses (SCCs) to apply to international data transfers outside of the EEA.
−Removed: We will have until December 27, 2022 to update any existing agreements, or any new agreements executed before September 27, 2021, that rely on the former SCCs.
−Removed: If we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we conduct our operations, and we may find it necessary to establish systems in the EEA, Switzerland, and the United Kingdom to maintain personal data originating from the EEA and the United Kingdom, which may involve substantial expense and distraction from other aspects of our business.
−Removed: We may need to implement additional safeguards to further enhance the security of data transferred out of the EEA/Switzerland/United Kingdom, conduct data transfer impact assessments, and review existing agreements which could increase our compliance costs, expose us to further regulatory scrutiny and liability, and adversely affect our business.
−Removed: Further, the GDPR provides that countries in the EEA may establish their own laws and regulations further restricting the processing of certain personal data, including genetic data, biometric data, and health data.
−Removed: Some countries (including some outside the EEA) also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our products and services if we were to operate in those countries.
−Removed: If we are required to implement additional measures to transfer data from the European Economic Area, this could increase our compliance costs, and could adversely affect our business, financial condition and results of operations.
−Removed: The myriad international and U.S.
−Removed: privacy and data breach laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly.
−Removed: In many jurisdictions, enforcement actions and consequences for noncompliance are also rising.
−Removed: In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually applies to us.
−Removed: Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, and adversely affect our business.
−Removed: Additionally, all of these evolving compliance and operational requirements impose significant costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants, which are likely to increase over time.
−Removed: In addition, such requirements may require us to modify our data processing practices and policies, distract management or divert resources from other initiatives and projects, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
−Removed: Enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase.
−Removed: Any failure or perceived failure by us (or the third parties with whom we have contracted to process such information) to comply with applicable privacy and data security laws, policies or related contractual obligations, or any compromise of security that results in unauthorized access, use or transmission of, personal user information, could result in a variety of claims against us, including governmental enforcement actions and investigations, class action privacy litigation in certain jurisdictions and proceedings by data protection authorities, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
−Removed: When such events occur, our reputation may be harmed, we may lose current and potential users and the competitive positions of our brand might be diminished, any or all of which could materially adversely affect our business, operating results, and financial condition.
−Removed: In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, all of which may have a material adverse effect on our business, operating results, reputation, and financial condition.
−Removed: Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business.
−Removed: The regulations that govern regulatory approvals, pricing and reimbursement for new drugs and therapeutic biologics vary widely from country to country.
−Removed: Some countries require approval of the sale price of a drug or therapeutic biologic before it can be marketed.
−Removed: In many countries, the pricing review period begins after marketing approval is granted.
−Removed: In some foreign markets, prescription biopharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted.
−Removed: As a result, we might obtain
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.