Prior Investments
Upon the closing of the Companys initial public offering on July 19, 2017 (the IPO), Ionis received (i) 28,884,540 Shares
upon the conversion of Series A preferred stock of the Company acquired by Ionis prior to the IPO and (ii) 13,438,339 Shares in satisfaction of the Companys obligations to Ionis pursuant to a Senior Unsecured Line of Credit Agreement, dated as
of January 18, 2017, by and between the Company and Ionis. Ionis also purchased 3,125,000 Shares in the IPO at a purchase price of $8.00 per Share.
On April 17, 2018, Ionis (i) received 8,000,000 Shares in satisfaction of the Companys obligations to Ionis pursuant to that certain
Development, Commercialization, Collaboration, and License Agreement, dated March 14, 2018, between the Company and Ionis (the TTR License Agreement) and (ii) purchased 10,666,666 Shares pursuant to that certain
Stock Purchase Agreement, dated March 14, 2018, between the Company and Ionis (the Ionis SPA) at a purchase price of $18.75 per Share. For additional detail regarding these transactions, see License
Agreements.
On August 3, 2018 and October 17, 2018, Ionis received 1,597,571 Shares and 1,671,849 Shares, respectively, in
satisfaction of certain of the Companys obligations to Ionis pursuant to the TTR License Agreement. For additional detail regarding these transactions, see License Agreements.
On March 29, 2019 and December 17, 2019, Ionis received 2,837,373 Shares and 6,873,344 Shares, respectively, in satisfaction of certain of the
Companys obligations to Ionis pursuant to that certain Development, Commercialization and License Agreement, dated December 18, 2015, between the Company and Ionis (the Cardiometabolic License Agreement). For
additional detail regarding these transactions, see License Agreements. Immediately following Ioniss receipt of the Shares on December 17, 2019, Ionis and its affiliates collectively beneficially owned
approximately 76.5% of the outstanding Shares.
As of September 8, 2020, Ionis and its affiliates collectively beneficially owned 77,094,682 Shares
representing approximately 76% of the outstanding Shares. The interests of Ionis and its affiliates in the Offer and the Merger are different from the interests of the Companys other stockholders given that Ionis is acquiring and not selling
Shares in the Transactions and will continue to have an ownership interest in the Company following completion of the Transactions.
License
Agreements
In December 2015, the Company entered into the Cardiometabolic License Agreement related to its cardiometabolic franchise and a
services agreement with Ionis. In March 2018, the Company entered into the TTR License Agreement related to its TTR franchise with Ionis. The Company also has strategic collaborations with Novartis Pharma AG (Novartis),
Pfizer Inc. (Pfizer) and PTC Therapeutics International Limited (PTC Therapeutics) pursuant to which the Company sublicenses certain products licensed to it by Ionis. Milestone payments and
royalties that the Company earns on these strategic collaborations are shared with Ionis. The following sections summarize these related party agreements with Ionis.
Cardiometabolic Development, Commercialization and License Agreement
The Cardiometabolic License Agreement granted exclusive rights to the Company to develop and commercialize WAYLIVRA, AKCEA-APO(a)-LRx, AKCEA-APOCIII-LRx, and AKCEA-ANGPTL3-LRx (collectively, the Lipid Drugs). Ionis granted the Company an exclusive license to certain patents and know-how to develop and commercialize products containing the Lipid Drugs. Ionis also granted the Company a non-exclusive license to the Ionis antisense platform technology
for the Company to develop and commercialize products containing the Lipid Drugs. Ionis also granted the Company non-exclusive rights to manufacture the Lipid Drugs in the Companys own facility or at a
contract manufacturer. As part of the Cardiometabolic License Agreement, both companies agreed not to work with any other parties to develop or commercialize other RNA-targeting medicines that are designed to
inhibit any of the Lipid Drug targets so long as the Company is developing or commercializing the Lipid Drugs.
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